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''Weinberger v. UOP, Inc.'', 457 A.2d 701 (Del. 1983) is a case concerning United States corporate law in the context of mergers and "squeeze outs". In Delaware squeeze-out mergers are subject to a two prong entire fairness test. The test focuses on the fairness of both the transaction's price and the process of approval. The two prongs are fair price and fair dealing. ==Facts== In 1974, Signal Companies, Inc. acquired 50.5% of UOP, Inc.'s outstanding shares. At this time, Signal nominated and elected six of the thirteen directors on UOP's board. In 1977, Signal became interested in acquiring the rest of UOP at any price up to $24 per share. Signal received a fairness opinion from Lehman Brothers, stating that $21 per share was a fair price, although the fairness opinion may have been based upon hasty and incomplete review. Signal's board unanimously voted to propose a merger at $21 per share. Upon receiving this offer, UOP's board urged the shareholders to approve the merger. The merger was approved and became effective in May, 1978. Plaintiff brought a class action on behalf of the minority shareholders of UOP, challenging the fairness of the merger agreement. 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「Weinberger v. UOP, Inc.」の詳細全文を読む スポンサード リンク
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