SCHWARTZ v. MINER


146 A.2d 801 (1958)

Fred J. SCHWARTZ, Plaintiff, v. Henry C. MINER, Jr., Leslie R. Schwartz, Samuel Goodman, Andrew A. Nelson, James P. McAllister, Martin H. Newman, Frank Milton, and Harold S. Miner, Benjamin D. Gladstone, Joseph M. Geoghan, Ralph Lager, Harold H. Newman, Walter Dunn, Irving L. Eisenstat, Leon Greenberg, William H. Applegate, Jack R. Weinstein, Charles Call, Allen Grant, and Century Circuit, Inc., a New York corporation, and Combined Century Theatres, Inc., a Delaware corporation, and Twain Realty Corporation, a New York corporation, and Conwall Realty Corporation, a New York corporation, and Century Circuit, Inc., a Delaware corporation, Defendants. 18TH STREET REALTY CORPORATION, a New York corporation, Grupenel Realty Corporation, a New York corporation, Queens Park Operating Corporation, a New York corporation, and Huntstay Operating Corporation, a New York corporation, Plaintiffs, v. Fred J. SCHWARTZ, Defendant.

Court of Chancery of Delaware, New Castle.

December 10, 1958.


Attorney(s) appearing for the Case

Arthur G. Logan, of Logan, Marvel, Boggs & Theisen, Wilmington, for plaintiff in Civil Action No. 818 and defendant in Civil Action No. 829.

S. Samuel Arsht and Harvey S. Kronfeld, of Morris, Nichols, Arsht & Tunnell, Wilmington, and B. B. Fensterstock and Israel Akselrod, of Zalkin & Cohen, New York City, for defendants in Civil Action No. 818, except Harold S. Miner, as to whom the action was dismissed for lack of jurisdiction, and for plaintiffs in Civil Action No. 829.


SEITZ, Chancellor.

Plaintiff is a stockholder of Century Circuit, Inc. ("Century"). He filed this action against Century, four of its wholly owned subsidiaries, their directors and eleven key employees and one other subsidiary known as Century Circuit Inc., a New York corporation.

The complaint contains three counts. The first count seeks cancellation of stock options granted to certain employees and the stock issued to them pursuant to their exercise thereof...

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