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CLEMENTS v. ROGERS

Civil Action No. 15711.

790 A.2d 1222 (2001)

Teresa CLEMENTS, Plaintiff, v. Robert D. ROGERS, Gordon E. Forward, Robert Alpert, Gerald R. Heffernan, John M. Belk, Eugenio Clariond Reyes, Chaparral Steel Company, and Texas Industries, Inc., Defendants.

Court of Chancery of Delaware, Castle County.

Decided: August 14, 2001.

Revised: November 8, 2001.

Attorney(s) appearing for the Case

Norman M. Monhait, Esquire, of Rosenthal, Monhait, Gross & Goddess, Wilmington, Delaware; Of Counsel: Peter G.A. Safirstein and Robert M. Kornreich, Esquires, of Wolf Popper, New York, New York, Attorneys for Plaintiff.

William O. LaMotte, III and Jessica Zeldin, Esquires, of Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware, Attorneys for Robert D. Rogers, Gordon E. Forward, Robert Alpert, Gerard R. Heffernan, Chaparral Steel Company and Texas Industries, Inc.; Robert K. Payson and Arthur L. Dent, Esquires, of Potter, Anderson & Corroon, Wilmington, Delaware; Of Counsel: Michael R. Smith and John P. Brumbaugh, Esquires, of King & Spalding, Atlanta, Georgia, Attorneys for John M. Belk and Eugenio Clariond Reyes.

MEMORANDUM OPINION

STRINE, Vice Chancellor.

Texas Industries Inc. ("TXI") purchased the 16% of Chaparral Steel Company it did not already own in a December 31, 1997 merger. The merger price of $15.50 per share was negotiated between TXI and a "Special Committee" comprised of the only two members of the Chaparral board not affiliated with TXI. The merger's approval was guaranteed by TXI's votes and was not made contingent on a majority of the minority vote...

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