Arthur Flood v. Synutra…

Summary

The Supreme Court affirmed dismissal of a stockholder’s complaint challenging a controller-led take-private merger. It held that the business judgment rule applied because the controller imposed the required special-committee and majority-of-the-minority conditions before substantive economic negotiations began, even though those conditions were absent from the initial proposal. The court also held that allegations questioning the negotiated price or the committee’s bargaining strategy did not plead gross negligence or a due-care violation.