Cede Co. v. Technicolor

1. Copyright 2003 by Robert B. Thompson Cede & Co. v. Technicolor The Legal Form the Deal Took Business History Risk to Minority Shareholders: Is it like Hariton? Weinberger? Litigation History

2. Copyright 2003 by Robert B. Thompson The Technicolor Transaction What do we call it? Why did the planners pick this structure over alternatives? Is it different than Weinberger? Should the law�s protection be different?

3. Copyright 2003 by Robert B. Thompson Technicolor: Business History

4. Copyright 2003 by Robert B. Thompson Technicolor: Litigation History January 1983: Merger & Lawsuit 1988 S Ct.: Ch. Ct should not have required election of remedies before trial 1990 Ch. Ct trial (47 days) of both claims; battle of experts ($13.14 vs. $62.75)=$21.60 1991 Ch Ct on FD: no harm no foul 1991 S. Ct remand: appraisal should not have been first; entire fairness as Std.

5. Copyright 2003 by Robert B. Thompson Litigation History II Ch. Ct on FD: entire fairness met 1995 S. Ct. affirms (contrast to Weinberger) Ch. Ct on appraisal $21.60 again + compound interest@ 10.32% pre-judgment and simple interest@10.5% post-judgment 1996 S. Ct. now reverses appraisal decision