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STERLING v. MAYFLOWER HOTEL CORP.

93 A.2d 107 (1952)

STERLING et al. v. MAYFLOWER HOTEL CORP. et al.

Supreme Court of Delaware.

November 18, 1952.

Attorney(s) appearing for the Case

S. Samuel Arsht (of Morris, Steel, Nichols & Arsht), of Wilmington, and Stephen S. Bernstein (of McLaughlin & Stern), of New York City, for plaintiffs below, appellants.

William S. Potter (of Berl, Potter & Anderson), of Wilmington, and Claude A. Roth, of Chicago, for Hilton Hotels Corp., defendant below, appellee.

Aaron Finger (of Richards, Layton & Finger), of Wilmington, and William J. Friedman and Maurice Rosenfield, of Chicago, for Mayflower Hotel Corp., defendant below, appellee.

SOUTHERLAND, C. J., and WOLCOTT and TUNNELL, JJ., sitting.

SOUTHERLAND, Chief Justice.

The principal question presented is whether the terms of a proposed merger of Mayflower Hotel Corporation (herein "Mayflower") into its parent corporation, Hilton Hotels Corporation (herein "Hilton"), are fair to the minority stockholders of Mayflower.

The essential facts are these:

Mayflower and Hilton are both Delaware corporations. Mayflower's sole business is the ownership and...

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