Document: In re: Lear Corporation S’holders Litig., C.A. No. 2728-VCS, Strine, V.C. (Del. Ch. June 15, 2007)
The Court refused to issue a preliminary injunction based on claims that directors breached their duty to achieve the best sale price for the corporation, where the merger agreement had an effective post-signing check. However, the Court issued a preliminary injunction based on the failure to disclose to stockholders the CEO’s potential conflict of interest, where the CEO had performed a leading role in the merger negotiations.