Term
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Definition
The entire fairness requires the BOD to show that the transaction was a product of:
1. Fair Dealing
2. Fair Price |
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Term
| According to the entire fairness standard, what is fair dealing? |
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Definition
| Fair dealing embraces questions of the transaction's timing, structure, negotiation and disclosure to board members, and how the approvals of the directors and the stockholders were obtained. |
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Term
| According to the Entire Fairness Standard, what is fair price? |
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Definition
| Fair Price relates to the economic and financial considerations of the proposed merger, and all relevant factors, which include assets, market value, earnings, and any other elements that affect the value of the company's stock. |
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Term
| In Weinberger, why was the Fair Price aspect of the Entire Fairness Standard used by the court? |
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Definition
| Because the contested action was the sale of a company, the "fair price" aspect of an entire fairness analysis required the board of directors to demonstrate that the price offered was the highest value reasonably available under the circumstances |
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