This section contains the nature of the case and procedural background.

Waste Management, Inc. and Wheelabrator Technologies (D) were both in the waste management business. In 1988 Waste bought 22% of D and elected four of its own directors to serve on D's 11-person board. In 1990 for reasons unknown, Waste and D negotiated a merger in which Waste would acquire another 33% of D's stock, and D shareholders would get .574 D shares and .469 Waste shares for each D share they held. D's board held a special meeting. All members other than the four Waste board members were in attendance and they analyzed a report by Lazard Freres and Saloman Brothers, heard investment bankers and D's attorneys; all of whom said that the transaction was fair. The seven directors then unanimously approved the merger agreement. A proxy statement was then distributed explaining the transaction to D's shareholders. The shareholders by a majority of votes approved the merger; this even with not counting Waste's votes. P sued D arguing that Ds breached their duty of disclosure because the proxy statement was materially misleading. P contends that the transaction was not carefully considered as the disinterested board members only had three hours to consider and approve the merger.

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