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ZIRN v. VLI CORP.

No. 333, 1995.

681 A.2d 1050 (1996)

Marilyn ZIRN, Plaintiff Below, Appellant, v. VLI CORPORATION, a Delaware corporation, Robert A. Elliott, Charlotte O'Hara Vorhauer, Personal Representative of the Estate of Bruce Vorhauer, Lawrance A. Brown, Jr., Barbara Best North, and American Home Products, a Delaware corporation, Defendants Below, Appellees.

Supreme Court of Delaware.

Decided: August 23, 1996.

Attorney(s) appearing for the Case

Michael Hanrahan (argued), and Chandlee Johnson Kuhn of Prickett, Jones, Elliott, Kristol & Schnee, Wilmington, Terry R. Saunders, Chicago, IL, of counsel, for Appellants.

Martin P. Tully of Morris, Nichols, Arsht & Tunnell, Wilmington, for Appellees.

David R. Jewell (argued), of Donovan Leisure Newton & Irvine, New York City, for Appellees VLI Corporation, Robert A. Elliott, Charlotte O'Hara Vorhauer, Personal Representative of the Estate of Bruce Vorhauer, Lawrance A. Brown, Jr., Barbara Best North and American Home Products Corporation.

J. Michael Brennan (argued), of Gibson, Dunn & Crutcher, Irvine, CA, for Appellees Robert A. Elliott, Charlotte O'Hara Vorhauer, Personal Representative of the Estate of Bruce Vorhauer, Lawrance A. Brown, Jr. and Barbara Best North.

Hill, Wynne, Troop & Meisinger, Los Angeles, CA, for Appellees Robert A. Elliott, Lawrance A. Brown, Jr. and Barbara Best North.

Before VEASEY, C.J., HOLLAND and BERGER, JJ.

VEASEY, Chief Justice.

In this appeal, we follow and apply the law of partial disclosures. We hold that it is materially misleading to advise stockholders in a tender offer transaction of part, but only part, of the advice of the company's patent counsel as to the patent status of the company's most valuable asset. We also hold that the directors are exempt from liability for monetary damages for good-faith disclosure violations...

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