Defendant Jerome W. Van Gorkom, who was the TransUnion's chairman and CEO, chose a proposed price of $55 without consultation with outside financial experts.
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The case involved a proposed leveraged buy-out merger of TransUnion by Marmon Group which was controlled by Jay Pritzker.
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In September 1982, President of the United States Ronald Reagan nominated Van Gorkom as Under Secretary of State for Management and, after Senate confirmation, Van Gorkom held this office from December 22, 1982 until October 14, 1983.
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In January 1980, Van Gorkom became president of the Chicago School Finance Authority, a body newly created by the Government of Illinois to turn around the Chicago Public Schools, which were running a $94 million annual operating deficit.
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Jerome William Van Gorkom (August 6, 1917 – March 17, 1998) was a United States businessman who was U.S. Under Secretary of State for Management 1982-83.
It overturned Olmstead v. United States and held that wiretaps were unconstitutional searches, because there was a reasonable expectation that the communication would be private.