Leonard BARKAN, Plaintiff and Settlement Objector Below, Appellant, v. AMSTED INDUSTRIES, INCORPORATED, Robert H. Wellington, Gordon R. Lohman, Warren W. Rasmussen, Edward J. Williams, Robert P. Reuss, Roger E. Anderson, O.C. Davis, Thomas L. Martin, Jr., Bert E. Phillips, Robert T. Powers and Donald E. Nordlund, Defendants and Settlement Proponents Below, Appellees, Enid Mindich, Harry Lewis, Joseph S. Blumenthal and Ernest Brooks, III, Plaintiffs and Settlement Proponents Below, Appellees, 567 A.2d 1279

Summary

Plaintiff, a shareholder of defendant, asserted that the court neglected to recognize that defendant's directors breached their fiduciary duties. Additionally, plaintiff contended the court applied the wrong standard in evaluating the materiality of certain information misstated or not disclosed to shareholders. Finally, plaintiff alleged the court was not free to approve a settlement that was not supported by present consideration. On appeal, the court held the buyout was essentially fair to shareholders and that the defendant's directors did not seek to thwart higher bids. Therefore, the trial court did not abuse its discretion in approving the settlement. The correct standard in evaluating the materiality of the alleged nondisclosures and misstatements was applied and the trial court's findings pursuant to that standard were not an abuse of discretion. Finally, the settlement fit within an exception to the general rule that settlements of class actions must be supported by present ...