Solomon v. Pathe Communications Corp.
Supreme Court of Delaware
672 A.2d 35 (Del. 1996)
Relevant factsFree
Majority shareholder CLBN made a tender offer for Pathe's (defendant) remaining shares, which a special committee reviewed and supported; minority shareholder Solomon (plaintiff) sued, alleging the offer price was inadequate and the offer was coercive, and the trial court granted Pathe's motion to dismiss for failure to state a claim.
IssueFree
Whether a tender offer is voluntary so long as it involves no coercion and no materially false or misleading disclosure to shareholders.