IBM's $1B Med Imaging Buy Beats Investor Challenge In Del.

Law360, Wilmington (January 30, 2017, 7:33 PM EST) -- A Delaware Chancery judge threw out shareholders' claims challenging IBM Corp.’s $1 billion purchase of medical imaging company Merge Healthcare Inc., ruling Monday that the stockholder vote to approve the deal overcomes claims that the target’s board members, particularly Michael Ferro, were conflicted.

In a 40-page opinion, Vice Chancellor Sam Glasscock III wrote that under the Delaware Supreme Court’s Corwin v. KKR Financial Holdings LLC decision, a merger approved by an uncoerced and disinterested stockholder vote essentially “cleanses” the deal of alleged breaches in most situations, and he must first make that determination before even considering the underlying claims.

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