Question
Inn, Inc. is a Delaware corporation. Inn owns a chain of luxury hotels across the United States. Inns board recently decided to sell its premier
Inn, Inc. is a Delaware corporation.
Inn owns a chain of luxury hotels across the United States. Inns board recently decided to sell its premier hotel, The Den, located in Las Vegas. The board hired an expert appraiser, who did a detailed valuation study of the Den and concluded that its fair market value was between $25 million and $27 million. Inns solicited bids to buy the hotel. The highest bid was from C, Inc., which offered $27.1 million cash.
On November 1, the board met to discuss the sale. The directors reviewed the valuation study and the bids and were about to approve the C contract when they received a last-minute offer from T Enterprises. Instead of paying cash, T offered to trade another hotel property, The Suave, located in San Francisco, for the Den. The Inns board decided to adjourn the meeting until November 8 to give the directors time to evaluate the T offer.
The board met again on November 8. Inns attorney explained the terms of the T contract and indicated that he saw no problems with the contract. The attorney also indicated that he had contacted C and it refused to increase the amount of its cash offer. The Inns directors then approved the deal with T, indicating that they thought the T trade was a better deal than the C cash offer.
Briefly explain the strongest argument that the board failed to adequately inform itself before approving the T transaction.
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