Jun 11, 1984 · The record is clear that before September 20, Van Gorkom and other members of Trans Union's Board knew that the market had consistently undervalued the worth of Trans …

At the Board meeting, a number of items were not disclosed, including the problematic methodology that Van Gorkom used to arrive at the proposed price. Also, previous objections …

Plaintiffs, Alden Smith and John Gosselin, brought a class action suit against Defendant corporation, Trans Union, and its directors, after the Board approved a merger proposal …

The Delaware Supreme Court held that the directors of Trans Union breached their fiduciary duties by failing to inform themselves adequately and by not disclosing all material information …

In Smith v. Van Gorkom,1 the Delaware Supreme Court held the direc-tors of Trans Union Company ("Trans Union") personally liable for gross negligence in approving the sale of Trans …

Smith v. Van Gorkom2 (the Trans Union case) is now well-established as one of the most important-and mystifying-corporate law cases of the decade.

However, the board of directors approved the buyout at the next meeting, based mostly on an oral presentation by Van Gorkom. The meeting lasted two hours, and the board of directors did not …

Supreme Court of Delaware 488 A.2d 858 1985-03-14 Show elided text HORSEY, Justice (for the majority): We hold: (3) that the board did not deal with complete candor with the stockholders …

Jul 21, 2025 · Van Gorkom called a special board meeting and presented the deal with a 20-minute oral presentation. The directors were not provided with the merger agreement to review …

Mar 27, 2025 · Smith v. Van Gorkom or the Trans Union case, 488 A.2d 858 (Supreme Court of Delaware, 1985) is a landmark United States decision on a corporate directors' duty to stay …