right to terminate

Trans Union Corporation was a publicly traded diversified holding company whose principal earnings came from its railcar leasing business. During the late 1970s the company generated hundreds of millions of dollars in annual cash flow but faced difficulty utilizing accumulating investment tax credits because accelerated depreciation had reduced available taxable income. In the summer of 1980 Chairman and Chief Executive Officer Jerome W. Van Gorkom concluded that Congress would not make the credits refundable and began exploring a sale of the company. On September 13, 1980, Van Gorkom met privately with corporate takeover specialist Jay A. Pritzker at the latter's home. Without prior consultation with the Board or senior management except the controller, Van Gorkom proposed a cash-out merger at $55 per share, a figure he had selected solely because it appeared feasible for a leveraged buyout financed by Trans Union's projected cash flow and asset sales. Pritzker expressed interest and insisted that the Board act within three days. Van Gorkom called a special Board meeting for noon on September 20 with only two hours' prior notice to most directors. The ten-member Board, consisting of five inside and five outside directors, received a twenty-minute oral presentation from Van Gorkom but no copies of the proposed merger agreement and no independent valuation study. After roughly two hours of discussion the Board approved the merger agreement with Pritzker's New T Company, a wholly owned subsidiary of Marmon Group, Inc. Following public announcement of the agreement, senior management expressed strong opposition. On October 8 and 10 the Board approved amendments that permitted Trans Union to solicit competing offers during a market-test period ending February 10, 1981, although the amendments imposed strict conditions on any withdrawal from the Pritzker deal. Salomon Brothers was retained to seek alternative bids; only General Electric Credit Corporation showed sustained interest, but it declined to proceed without an extension of the February 10 deadline that Pritzker refused to grant. On February 10, 1981, Trans Union stockholders approved the merger by a vote of 69.9 percent in favor. Plaintiffs, a class of shareholders, had filed suit in December 1980 seeking rescission or damages. After trial the Court of Chancery entered judgment for the defendant directors on July 6, 1982, and the plaintiffs appealed to the Delaware Supreme Court.

In March 1965, Mrs. Yvonne Edwards rented housing property from Nathan Habib on a month-to-month basis. Shortly thereafter she complained to the Department of Licenses and Inspections of sanitary code violations which her landlord had failed to remedy. In the course of the ensuing inspection, more than 40 such violations were discovered which the Department ordered the landlord to correct. Habib then gave Mrs. Edwards a 30-day statutory notice to vacate and obtained a default judgment for possession of the premises. Mrs. Edwards promptly moved to reopen this judgment, alleging excusable neglect for the default and also alleging as a defense that the notice to quit was given in retaliation for her complaints to the housing authorities. Judge Greene, sitting on motions in the Court of General Sessions, set aside the default judgment and concluded that a retaliatory motive, if proved, would constitute a defense. At the trial itself, however, a different judge deemed evidence of retaliatory motive irrelevant and directed a verdict for the landlord. Mrs. Edwards then appealed to the District of Columbia Court of Appeals, which affirmed the judgment of the trial court. We granted appellant leave to appeal that decision to this court. The case thus presented the question of whether retaliatory eviction could be barred as a defense.

The Pennsylvania Abortion Control Act of 1982, as amended in 1988 and 1989, established several requirements governing the performance of abortions within the Commonwealth. The Act required a woman seeking an abortion to provide informed consent after receiving specific information from a physician or counselor at least twenty-four hours before the procedure. It mandated that a minor obtain the informed consent of one parent, subject to a judicial bypass option. It further required a married woman to sign a statement confirming that she had notified her husband of her planned abortion, unless certain exceptions applied. The Act also imposed reporting obligations on facilities providing abortion services and defined a medical emergency exception to the various requirements. Before any of these provisions took effect, the petitioners brought suit in the United States District Court for the Eastern District of Pennsylvania. The petitioners were five abortion clinics and one physician representing himself as well as a class of physicians who provide abortion services. They sought declaratory and injunctive relief and challenged each provision as unconstitutional on its face. The District Court entered a preliminary injunction. After conducting a three-day bench trial, the District Court held all the provisions unconstitutional and entered a permanent injunction against their enforcement by Pennsylvania. The Court of Appeals for the Third Circuit affirmed in part and reversed in part. It adopted the District Court's factual findings and legal analysis except with respect to the spousal notification requirement. The Court of Appeals upheld the spousal notification requirement as constitutional and applied the undue burden standard in evaluating the provisions. The Supreme Court granted certiorari to consider the constitutionality of the challenged provisions of the Pennsylvania statute.

In March 1970, Jane Roe, a single woman residing in Dallas County, Texas, instituted a federal action against the District Attorney of the county. She sought a declaratory judgment that the Texas criminal abortion statutes were unconstitutional on their face. She also sought an injunction restraining enforcement of the statutes. Roe alleged that she was unmarried and pregnant. She wished to terminate her pregnancy by an abortion performed by a competent licensed physician under safe clinical conditions. She was unable to obtain a legal abortion in Texas because her life did not appear to be threatened by continuation of the pregnancy. She could not afford to travel to another jurisdiction to secure a legal abortion. James Hubert Hallford, a licensed physician, sought and was granted leave to intervene in Roe's action. In his complaint he alleged that he had been arrested previously for violations of the Texas abortion statutes. Two such prosecutions were pending against him in the Criminal District Court of Dallas County. He described conditions of patients who came to him seeking abortions. He claimed that for many cases he was unable to determine whether they fell within or outside the exception recognized by Article 1196 of the Texas Penal Code. John and Mary Doe, a married couple, filed a companion complaint also naming the District Attorney as defendant. The Does alleged that they were a childless couple. Mrs. Doe was suffering from a neural-chemical disorder. Her physician had advised her to avoid pregnancy until her condition materially improved. She had discontinued use of birth control pills pursuant to medical advice. If she should become pregnant she would want to terminate the pregnancy by an abortion performed by a competent licensed physician under safe clinical conditions. The two actions were consolidated and heard together by a duly convened three-judge district court for the Northern District of Texas. Upon the filing of affidavits, motions were made for dismissal and for summary judgment. The court held that Roe and members of her class and Dr. Hallford had standing to sue and presented justiciable controversies. The Does had failed to allege facts sufficient to state a present controversy and did not have standing. It concluded that the Texas criminal abortion statutes were void on their face. The court dismissed the Does' complaint while denying injunctive relief. The plaintiffs Roe and Doe and the intervenor Hallford appealed to the Supreme Court from that part of the District Court's judgment denying the injunction. The defendant District Attorney cross-appealed from the grant of declaratory relief. Both sides also took protective appeals to the United States Court of Appeals for the Fifth Circuit. That court ordered the appeals held in abeyance pending decision by the Supreme Court.

Mississippi's Gestational Age Act provides that, except in a medical emergency or in the case of a severe fetal abnormality, a person shall not intentionally or knowingly perform or induce an abortion of an unborn human being if the probable gestational age of the unborn human being has been determined to be greater than fifteen weeks. The Mississippi Legislature made findings about prenatal development and the risks and nature of dilation-and-evacuation procedures used after 15 weeks. Jackson Women's Health Organization, an abortion clinic, and one of its doctors filed suit in Federal District Court challenging the statute. They alleged that the law violated this Court's precedents establishing a constitutional right to abortion. The District Court granted summary judgment for the respondents and permanently enjoined enforcement of the law. The Fifth Circuit affirmed the District Court's decision. Petitioners defended the statute before this Court, arguing that Roe and Casey were wrongly decided. The Supreme Court granted certiorari to consider whether all pre-viability prohibitions are unconstitutional and whether Roe and Casey should be overruled.