In affirming the Chancery Court’s unusual two-part dismissal of a shareholder challenge to the 2014 merger of Zale Corp. and Signet Jewelers, the Delaware Supreme Court last week sounded notes of caution, distancing itself from some of the lower court’s findings.
The high court’s ruling came May 6 in the form of a five-page order from Chief Justice Leo E. Strine Jr., just two days after hearing oral arguments in the case, captioned on appeal as Singh v. Attenborough. The lower court, Strine said, gave proper weight to the business judgment of the Zale board and a fully informed, uncoerced vote of stockholders approving the merger.
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