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Glassman v. Unocal Exploration Corp.
Supreme Court of Delaware (2001) | 777 A.2d 242; 2001 Del. LEXIS 317; 2001 WL 849754
TL;DR: A parent corporation used a short-form merger to cash out minority shareholders. The court held that the parent did not have to prove the "entire fairness" of the transaction, leaving appraisal as the minority's exclusive remedy, absent fraud or illegality.
Legal Significance: This case establishes that the entire fairness standard does not apply to short-form mergers under DGCL § 253. Absent fraud or illegality, the exclusive remedy for dissatisfied minority shareholders is a statutory appraisal proceeding, not an equitable action for breach of fiduciary duty.