Meade v. Christie
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The Supreme Court reversed the ruling of the Iowa Business Specialty Court denying Appellants' motion to dismiss this action involving a shareholder's challenge to a corporate merger involving the purchase of a publicly traded company's shares in a "going private transaction," holding that Appellee's claims must be dismissed.
Appellee, a shareholder, brought this action alleging that Appellants, the corporation's directors, breached their fiduciary duties by agreeing to a flawed merger process that resulted in an unsatisfactory price for the minority shareholders' stock. Appellants filed a motion to dismiss, arguing that Appellee failed to plead around the statutory defenses available to the directors. The business court denied the motions to dismiss filed by Appellants. The Supreme Court reversed, holding that Appellant's allegations were insufficient to establish "intentional infliction of harm on the corporation or the shareholders" by the directors.
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