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eBook details

• Title: Ruth Kahn v. Household Acquisition
• Author : Supreme Court of Delaware
• Release Date : January 11, 1991
• Genre: Law,Books,Professional & Technical,
• Pages : * pages
• Size : 70 KB

Description

This is an appeal from a decision of the Court of Chancery, after trial, in a class action by minority shareholders of Wien
Air Alaska, Inc. ("Wien") arising out of the merger of Wien with its principal shareholder, Household Acquisition Corporation
("HAC"), a wholly-owned subsidiary of Household Finance Corporation ("HFC") (collectively "Household"). Plaintiff-below, Ruth
Kahn ("Kahn"), on behalf of the class, alleged that HAC breached its fiduciary duty to the minority class by manipulation
of the timing and terms of the merger and through non-disclosure of essential financial data. The Court of Chancery rejected
the fiduciary claims but ruled that minority shareholders who did not vote for the merger or tender their shares were entitled
to a "quasi-appraisal" remedy and fixed the fair value of Wien stock at $7.27 per share. Kahn appeals from certain of the Court of Chancery's rulings relating to non-disclosure of proxy information and rejection
of plaintiff's expert's Conclusion on valuation. Kahn also contends that the Court of Chancery erred in excluding certain
members of the class from sharing in the increased valuation by reason of tendering their shares or voting for the merger.
Household cross-appeals from the Court of Chancery's determination of value in excess of the $6 merger price, and the court's
allowance of a quasi-appraisal remedy in the absence of a finding of unfair dealing. We affirm the rulings of the Court of
Chancery with respect to the fiduciary claims and valuation, but reverse as to the exclusion of certain members of the plaintiff
class.

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