Weinberger v. UOP, Inc.

Updated 11/3/23

Paul Weitzel,

Samuel Gasway,

Tyrell Howsden,

William L. Duffy

In this case a company called Signal acquires a company called UOP. The tough part is that Signal owned 50.5% of UOP's stock and appointed six of UOP's thirteen directors. The question is, how do you protect UOP's other shareholders from a controlling shareholder that has power to approve a merger at a ridiculously low price? The court held that the entire fairness standard applies to transactions with controlling shareholders.

Delaware Supreme Court

457 A.2d 701

1983-02-01

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