SHELL PETROLEUM, INC. v. SMITH


606 A.2d 112 (1992)

SHELL PETROLEUM, INC., f/k/a SPNV Holdings, Inc., Defendant Below, Appellant, v. Raymond A. SMITH, Edwina A. Tarry, George William Tarry, as Trustee, Joseph R. Reilly, John Bancroft Webster, and Edward F. Pohrer, Plaintiffs Below, Appellees.

Supreme Court of Delaware.

Decided: April 23, 1992.


Attorney(s) appearing for the Case

Richard L. Sutton (argued), William O. LaMotte, III and Robert J. Valihura, Jr., Morris, Nichols, Arsht & Tunnell, Wilmington (Cravath, Swaine & Moore, New York City, of counsel), for appellant.

Clark W. Furlow, Smith, Katzenstein & Furlow, Thomas P. Preston and John L. Olsen, Duane, Morris & Heckscher, Wilmington (H. Lee Godfrey (argued), Susman Godfrey, Houston, Tex., Edward M. Selfe, Bradley, Arant, Rose & White, Birmingham, Ala., of counsel), for appellees.

Before MOORE, WALSH, JJ., TAYLOR, Judge (sitting by designation pursuant to Del. Const. art. IV, § 12).


MOORE, Justice.

Shell Petroleum, Inc., the successor to SPNV Holdings, Inc. ("Holdings"), appeals a decision of the Court of Chancery awarding the class plaintiffs, all former minority shareholders of Shell Oil Company ("Shell"), damages for material misstatements made to the latter in connection with a short form "freeze-out" merger initiated by Holdings. We agree that the misstatements were material and that Holdings must bear responsibility for them. Accordingly...

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