The Court of Chancery was unable to determine whether the allocation of consideration paid in the challenged merger was subject to the entire fairness standard of review because there were issues of material fact as to whether the group of majority stockholders constituted a control group and whether the special committee reviewing the merger was fully functioning and fully informed. Defendants’ motion for summary judgment grant in part.
American Surgical Holdings Inc. (American Surgical) provided surgical assistant services to patients, surgeons and health care institutions. Plaintiff, a stockholder of American Surgical until March 2011, filed this suit against the board and two key employees of American Surgical after the company merged with an affiliate of Great Point Partner I LP. (with AH Holdings Inc. and AH Merger Sub Inc., GPP.)
