Weinberger v. UOP, Inc.

After Signal acquired majority control of UOP (defendant) and placed its own officers on UOP's board, two dual-hatted Signal-UOP directors, Arledge and Chitiea, prepared a feasibility study concluding Signal could profitably pay up to $24 per share for the remaining UOP stock, with only a slight reduction in return compared to $21 per share -- a difference worth $17 million to minority shareholders -- but never disclosed that study to their fellow UOP directors or the minority shareholders before the board settled on $21 and the shareholders voted to approve the merger. Weinberger and other minority shareholders (plaintiffs) sued; the Court of Chancery found for the defendants, and the plaintiffs appealed.