Smith v. VanGorkom: Business Judgment Rule and EMH
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Smith v. VanGorkom
-Business Judgement Rule
-Unocal/ Enhanced BJR
No Shop Clause
•Van Gorkom outlined the terms of the Pritzker offer as follows:
- Pritzker would pay $55 in cash for all outstanding shares of Trans Union stock upon completion of which Trans Union would be merged into New T Co., a Pritzker subsidiary formed to implement the merger
•for a period of 90 days, Trans Union could receive, but could not actively solicit, competing offers; (868)