Antonin Scalia

“ These are all facts that support-and that are obviously introduced for the purpose of supporting-the factual truth of the "because" clause, i.e., that the proposal gives shareholders a "high value."
If the present case were to proceed, therefore, I think the normal § 14 (a) principles governing misrepresentation of fact would apply.
I recognize that the Court's disallowance (in Part II-B-2) of an action for misrepresentation of belief is entirely contrary to the modern law of torts, as authorities cited by the Court make plain. See Vulcan Metals Co. ”

“ It would not produce liability if in fact it was not a high value but the Directors honestly believed otherwise. The statement "The Directors voted to accept the proposal because they believe it offers a high value" would not produce liability if in fact the Directors' genuine motive was quite different-except that it would produce liability if the proposal in fact did not offer a high value and the Directors knew that. ”

“ Thompson, 484 U.S. 174, 190-192, 108 S.Ct. 513, 521-523, 98 L.Ed.2d 512 (1988) (SCALIA, J., concurring in judgment) , and hence the more narrow we make it (within the bounds of rationality) the more faithful we are to our task. ”