Randy J. Holland

Name: Kahn v. Sullivan — Opinion of the Court
Author: Randy J. Holland

Summary

“Kahn v. Sullivan — Opinion of the Court”, is a work by Randy J. Holland. It explores elements such as Occidental, the Court of Chancery and the Special Committee.

Quotes from Kahn v. Sullivan — Opinion of the Court (Randy J. Holland)

Randy J. Holland, Kahn v. Sullivan — Opinion of the Court

“ The proponents of the Settlement argued that the business judgment rule could undoubtedly have been invoked successfully by the defendants as a complete defense to the shareholder plaintiffs' claims. The business judgment rule "creates a presumption 'that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation.'" Polk v. ”

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Source: Wikisource

Randy J. Holland, Kahn v. Sullivan — Opinion of the Court

“ The Court of Chancery's broad special role contrasts sharply with this Court's own limited one. Because the Court of Chancery's decision constitutes an exercise of discretion, this Court reviews the record simply to determine whether that discretion has been abused. Polk v. Good, 507 A.2d at 536. "We do not exercise our own business judgment in an effort to evaluate independently the intrinsic fairness of the settlement." ”

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Source: Wikisource

Randy J. Holland, Kahn v. Sullivan — Opinion of the Court

“ The Court of Chancery characterized the proponents' efforts to quantify the monetary value of most of the Settlement benefits as "speculative." The Court of Chancery also viewed the estimate that naming the building for Occidental would have a ten million dollar value to Occidental with "a good deal of skepticism." Nevertheless, the Court of Chancery found that Occidental would, in fact, receive an economic benefit in the form of good will from the charitable donation to the Museum proposal. ”

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Source: Wikisource

Randy J. Holland, Kahn v. Sullivan — Opinion of the Court

“ Internal Revenue Service correspondence; [18] opinion letters in draft form from Skadden Arps and Dilworth (later supplemented) ; a draft lease and option agreement; the Memorandum of Understanding in the Sullivan action; a list of the art works being transferred; and a proposed agreement for the transfer of the Collection to the Museum ("Transfer Agreement") . After reviewing the aforementioned documents and revising the Transfer Agreement, the Special Committee unanimously resolved that the conditions for approval, which it had imposed at their February 16, 1989 meeting, had been satisfied. ”

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Source: Wikisource

Randy J. Holland, Kahn v. Sullivan — Opinion of the Court

“ Hammer's death; (5) restored to Occidental an equitable portion of any appreciation of the properties in the event the Museum exercised its option and disposed of the properties or transferred its option for value; and (6) guaranteed that the Art Collection would continue to be located in the Los Angeles area and remain available for the enjoyment of the American public rather than dissipated into private collections or sold abroad. ”

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Source: Wikisource

Randy J. Holland, Kahn v. Sullivan — Opinion of the Court

“ It contained a definition of the Museum proposal and the anticipated magnitude of the proposed charitable donation by Occidental. It reviewed the authority of the Board to approve such a donation [p53] and the reasonableness of the proposed donation. The Dilworth memorandum included an analysis of the donation's effect on Occidental's financial condition, the potential for good will and other benefits to Occidental, and a comparison of the proposed charitable contribution by Occidental to the charitable contributions of other corporations. ”

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Source: Wikisource

Randy J. Holland, Kahn v. Sullivan — Opinion of the Court

“ Occidental Petroleum Corporation, et. al., C.A. No. 001175 (the "Levitan" action) , alleging claims substantially similar to those in the Sullivan action.↑ The supplement to the proxy statement included an identification of the directors serving on the Special Committee, and additional information about the total cost of the annuity, and details regarding Occidental's existing option to purchase the Los Angeles headquarters property. ”

Randy J. Holland

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