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一、基本案情比较(一)Weinberger v.UOP案Signal是一家纽约上市公司,通过要约收购已持有UOP公司50.5%的股票成为UOP的控股股东。一年后,Signal公司决定以现金协议收购UOP全部股票。Signal公司两名高级主管(同时也是UOP的董事)研究后认为只要收购价不超过每股24美元对Signal就是很好的投资。但Signal并未披露这一研究结果,这两名有利益冲突的UOP董事也未向UOP董事会报告。最后UOP董事会(Signal委派的董事占13人中
First, the basic case comparison (A) Weinberger v.UOP Signal is a New York listed company, through the tender offer has held 50.5% of the shares of UOP company became the controlling shareholder of UOP. A year later Signal decided to cash in on UOP’s entire share capital. Two top executives at Signal, also a director at UOP, studied signaling that Signal is a good investment for as long as the buy-in price does not exceed $ 24 a share. However, Signal did not disclose the findings and the two UOP directors with conflicting interests did not report to the UOP’s board of directors. The last UOP board (Signal appoints 13 of the directors