Plaintiff brought a class action on behalf of the minority shareholders of UOP, challenging the fairness of the merger agreement.

The Court held that in long-form freeze-out mergers, defendants have the burden of satisfying the Entire Fairness Test.

Given the strength of the exclusive appraisal remedy and the high standard of showing entire fairness, the business purpose test does not afford "any additional meaningful protection" to minority shareholders.

[2] At the time, Weinberger marked an improvement in judicial treatment of minority shareholders involved in freeze out mergers.

The use of such techniques in appraisal proceedings will serve to guarantee that former shareholders receive fair value for the shares expropriated from them.