In Gesoff v. IIC Industries, Inc., download file, the Chancery Court determined that the attempted removal of the minority shareholders in a going-private transaction using a long-form merger, resulted in a price being paid that did not equate with the fair value due for the shares of the minority. The court also found that the majority did not fulfill their duty to employ a fair process in the merger. The claims were made in a class action that alleged both unfair dealing and unfair price as well as a statutory appraisal claim.
Though the trial was held in May 2005, the post-trial briefing was not completed until February 2006. The court also determined that Section 102(b)(7) protected one of the defendants from personal liability for the judgment.