Virginia Bankshares, Inc. v. Sandberg

Virginia Bankshares (VBI) (defendant), which owned 85 percent of First American Bank of Virginia's stock, arranged a merger buying out the remaining 15 percent minority shareholders at $42 per share, a figure an independent investment bank calculated using unverified information VBI itself supplied; VBI's proxy statement described this price as a premium and recommended shareholders approve the merger, though the minority shareholders' votes weren't legally required to authorize the transaction. Minority shareholders including Sandberg (plaintiff) sued, alleging the stock was actually worth significantly more than $42 per share; the district court ruled for Sandberg, the court of appeals affirmed in part and remanded in part, and VBI petitioned for certiorari.