Main Content
Weinberger v. UOP, Inc.
Updated 11/3/23
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.
This book, and all H2O books, are Creative Commons licensed for sharing and re-use with the exception of certain excerpts. Any excerpts from the Restatements of the Law, Principles of the Law, and the Model Penal Code are copyright by The American Law Institute. Excerpts are reproduced with permission, not as part of a Creative Commons license.