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eBook details

• Title: Cede & Co. and Cinerama v. Technicolor
• Author : Supreme Court of Delaware
• Release Date : January 14, 1996
• Genre: Law,Books,Professional & Technical,
• Pages : * pages
• Size : 75 KB

Description

HOLLAND, Justice: This appeal is from a final judgment of the Court of Chancery in an appraisal action. The proceeding arises from a cash-out merger of the minority shareholders of Technicolor Incorporated (""Technicolor""), a Delaware corporation. With the approval from a majority of Technicolor's shareholders, MacAndrews & Forbes Group Incorporated (""MAF"") merged its wholly-owned subsidiary, Macanfor Corporation (""Macanfor""), into Technicolor. The only defendant-appellee in this appraisal action is Technicolor, the surviving corporation of the merger. The plaintiffs-appellants are Cinerama, Incorporated, the beneficial owner of 201,200 shares of Technicolor common stock, and Cede & Company, the record owner of those shares (collectively ""Cinerama."") Cinerama contends, inter alia, that the Court of Chancery erred, as a matter of law, in appraising the fair value of its Technicolor shares. According to Cinerama, that legal error was a refusal to include in the valuation calculus ""MAF's new business plans and strategies for Technicolor, which the Court [of Chancery] found were not speculative but had been developed, adopted and implemented"" between the date of the merger agreement and the date of the merger. That contention is correct and dispositive of this appeal. Weinberger v. UOP, Inc., Del. Supr., 457 A.2d 701 (1983). Accordingly, the appraisal action will be remanded for further proceedings in accordance with this opinion. Cinerama's other contentions are addressed only to the extent they are relevant to the remand.

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