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eBook details

• Title: Steven E. Arnold v. Society for Savings
• Author : Supreme Court of Delaware
• Release Date : January 25, 1996
• Genre: Law,Books,Professional & Technical,
• Pages : * pages
• Size : 71 KB

Description

VEASEY, Chief Justice: In this appeal we consider the order of the Court of Chancery granting summary judgment and dismissing claims against the constituent corporations and the directors of the merged corporation for damages arising out of a disclosure violation in a merger proxy statement. In an earlier appeal, the directors were found to have committed a breach of their duty of disclosure, but the certificate of incorporation, as authorized by 8 Del.C. § 102(b)(7), was found to protect them from personal liability because they acted in good faith. Arnold v. Society for Sav. Bancorp, Inc., Del. Supr., 650 A.2d 1270, 1290 (1994) (""Arnold I""). That is the law of the case. We now hold that there is no liability of the corporate defendants for damages on the theories of conversion, vicarious liability or direct liability. Since the aiding and abetting claim against the acquiring corporation is still pending in the Court of Chancery, we express no views as to its merit.

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