biz org class 10

why did pritzker want the merger to happen in only a few days?
- because the public valuation per share of the acquired company
will go up a lot

huge negative reaction to smith v. gorkham, because they could have
done *exactly* the same thing if they had just had a sufficient record
of process

the board could have engaged in a hurried decision if there had been
sufficient fact-finding. but the transunion board didn't make a conscious
decision, and didn't seem to care whether they had enough information
to make a considered decision for shareholders.

the injury: the fact that VG didn't do any negotiating to maximize the
profits

merrill-lynch and BoA boards could have gotten more information
but they didn't, but that's ok cause the board is protected by the
business judgment rule.

the board was relying on legal advice that it might be sued if it did not
accept the pritzer proposal

the lawyer for transunion said you don't need a fairness opinion
(a letter from some professional expert saying that what the board
has done in its valuation is fair), which was unusual at that time
and unheard of nowadays.

questions after smith, 324-325 and 328

common law changes, and also state legislative changes as a
result of smith/VG.
DE: provision to limit the liability of directors to an extent

when can a company limit/eliminate liabilities of a director?
-- duty of care

francis v. united jersey bank
francis is different from kamen and smith v. VG - how so?
the funds were given to the creditors instead of the shareholders
and the