LANGFELDER v. UNIVERSAL LABORATORIES

Civil Action No. 521.

68 F.Supp. 209 (1946)

LANGFELDER et al. v. UNIVERSAL LABORATORIES, Inc.

District Court, D. Delaware.

As Amended November 20, 1946.


Attorney(s) appearing for the Case

William H. Foulk, of Wilmington, Del., and Charles Rosenbaum and Maurice Gellar, both of New York City, for plaintiffs.

Caleb R. Layton, 3rd, of Hastings, Stockly and Layton, all of Wilmington, Del., and Joseph P. Antonow, of Swiren, Heineman & Antonow, all of Chicago, Ill., for defendant.


LEAHY, District Judge.

The merger is valid and, as all questions as to its essential fairness have been resolved by the Delaware Court of Chancery, plaintiffs cannot attack the merger itself. See Porges v. Vadsco Sales Corporation, Del. Ch., 32 A.2d 148. The issue, then, is the narrow one as to whether a valid merger under Sec. 59 of the Delaware Corporation Law, Rev.Code 1935, § 2091, 44 Del.Laws, c. 125, p. 425, § 5, operates to disturb what plaintiffs...

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