Kaplan v. Goldsamt’s Empirical Analysis
1977
Citation profile
5 federal appellate · 6 district · 13 state decisions
How this case has been cited
Cited by 30 later decisions — most recently April 2021 · most notably Panter v. Marshall Field & Co. (1981), Unocal Corp. v. Mesa Petroleum Co. (1985)
5 federal appellate · 6 district · 13 state decisions
Later decisions citing this case, by decade. The current decade is in progress, and our corpus holds fewer opinions from the most recent years, so the latest bars are undercounted — not a real decline.
Relationships
Relies on TSC Industries, Inc. v. Northway, Inc. · Securities & Exchange Commission v. Texas Gulf Sulphur Co. · Sinclair Oil Corporation v. Levien · 33 Del. Ch. 69 - Kerbs v. California Eastern Airways, Inc. · 31 Del. Ch. 241 - Brophy v. Cities Service Co.
Most-quoted passages
The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 30 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.
“. it has been held that a waste of corporate assets cannot be ratified by stockholders, except by unanimous vote. Kerbs v. California Eastern Airways, Inc., Del.Supr., 33 Del.Ch. 69 , 90 A.2d 652 (1952); Saxe v. Brady, 40 Del.Ch. 474 , 184 A.2d 602 (1962). As summarized at Folk, The Delaware General Corporation Law, § 144 at 84-85 (1972): “. . . the validating effect of [stockholder] ratification would be overturned only by the objectors’ demonstrating that the transaction amounted to waste, which, as previously indicated, could not be effectively ratified. But if in fact waste of assets is alleged, the court will examine a transaction, notwithstanding independent stockholder ratification, but it will limit its scrutiny to determining whether the consideration is so inadequate that no person of sound, ordinary business judgment would deem it worth what the corporation paid; on this test the court will uphold the transaction if ordinary businessmen might differ on the sufficiency of its terms.” See also Gottlieb v. Heyden Chemical Corp., 33 Del.Supr. 82, 90 A.2d 660 (1952); Saxe v. Brady, supra.”
1 later decision quote this exact passagee.g. Schreiber v. Bryan“Directors of corporations discharge their fiduciary duties when in good faith they exercise business judgment in making decisions regarding the corporation. When they act in good faith, they enjoy a presumption of sound business judgment, reposed in them as directors, which courts will not disturb if any rational business purpose can be attributed to their decisions. In the absence of fraud, bad faith, gross overreaching or abuse of discretion, courts will not interfere with the exercise of business judgment by corporate directors.”
1 later decision quote this exact passage“The use of corporate funds to acquire the shares of a dissident stockholder faction is a proper exercise of business judgment where it is done to eliminate what appears to be a clear threat to the future business of the existing, successful business policy of a company and is not accomplished for the sole or primary purpose of perpetuating the control of management.”
1 later decision quote this exact passage
How this case has been treated — in progress
Whether each later court followed, distinguished, criticized, or overruled this decision. The treatment classification (task #35) runs highest-cited cases first and lights up here as it reaches this one.