STERLING v. MAYFLOWER HOTEL CORP.


89 A.2d 862 (1952)

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

Court of Chancery of Delaware, New Castle.

June 17, 1952.


Attorney(s) appearing for the Case

S. Samuel Arsht and George T. Coulson (of Morris, Steel, Nichols & Arsht), and Stephen S. Bernstein (of McLaughlin & Stern), Wilmington, for plaintiffs.

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

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


SEITZ, Chancellor.

Plaintiffs seek a preliminary injunction restraining the consummation of an agreement of merger between defendant corporations. They assert that the merger plan was not approved by a quorum of disinterested directors and that the terms of the agreement are both fraudulent and unfair to the so-called minority stockholders of the corporation to be merged.

Plaintiffs are certain minority stockholders of the defendant Mayflower Hotel Corporation...

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