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Corporations
Resource 8 . 1 . 2
10 minutes

Glassman v. Unocal Exploration Corp. (Del. 2001)

Holger Spamann

The most basic facts of this case are similar to those in Weinberger: parent attempts a cash-out merger, or squeeze out; minority stockholders of the subsidiary complain.

  1. Why is the outcome in this case different from Weinberger?
  2. What is the practical difference in this case and going forward - can't plaintiffs get the same remedy in an appraisal action?
  3. If there is a practical difference, does it make sense from a policy perspective?
  4. The Glassman court's reasoning puts much weight on the ostensible incompatibility of DGCL 253 and entire fairness review. Are they truly incompatible, or can you think of a different way to reconcile them?
  5. What happened to Schnell?

Delaware Supreme Court
777 A.2d 242
No. 390, 2000
2001-07-25

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