MANACHER v. REYNOLDS


165 A.2d 741 (1960)

Alfred T. MANACHER, Plaintiff, James N. Barroway, Blanche Barroway. Clara Berkowitz, Ann Nemser, Norman S. Nemser, Ruth Gilbert, and Charles Heit, Intervening Plaintiffs, v. Richard S. REYNOLDS, Jr., et al., Defendants. James N. BARROWAY and Blanche Barroway, Plaintiffs, v. UNITED STATES FOIL COMPANY, a Delaware corporation, Defendant. Clara BERKOWITZ, Plaintiff, v. R. S. REYNOLDS, Jr., et al., Defendants. James N. BARROWAY and Blanche Barroway, Plaintiffs, v. Richard S. REYNOLDS, Jr., et al., Defendants.

Court of Chancery of Delaware, New Castle.

October 21, 1960.


Attorney(s) appearing for the Case

Arthur G. Logan and C. Edward Duffy, of Logan, Marvel, Duffy & Boggs, Wilmington and Spear & Hill, New York City, for plaintiff Alfred T. Manacher in Civil Action No. 1129.

S. Samuel Arsht, Harvey S. Kronfeld and Richard H. Allen, of Morris, Nichols, Arsht & Tunnell, Wilmington, for James N. Barroway and Blanche Barroway as intervening plaintiffs in Civil Action No. 1129 and as plaintiffs in Civil Action No. 1312 and Civil Action No. 1320.

Irving Morris of Cohen & Morris, Wilmington, and Paul L. Ross and Martin Horwitz, New York City, for Clara Berkowitz as intervening plaintiff in Civil Action No. 1129 and as plaintiff in Civil Action No. 1314.

William E. Taylor, Jr., Wilmington, and Mortimer A. Shapiro and Stanley Nemser, New York City, for intervening plaintiffs, Ann Nemser and Norman Nemser in Civil Action No. 1129.

Ernest S. Wilson, Jr., Wilmington, and Louis H. O. Fischman, New York City, for intervening plaintiff, Ruth Gilbert in Civil Action No. 1129.

James Kruzinski, Wilmington, and Sidney L. Garwin, New York City, for intervening plaintiff, Charles Heit in Civil Action No. 1129.

David F. Anderson, of Berl, Potter & Anderson, Wilmington, for Charles Wallace, an objecting stockholder.

Abraham Hoffman, Wilmington, and Abraham I. Markowitz, New York City, for Helen Rosenfeld, an objecting stockholder.

Aaron Finger, Richards, Layton & Finger, Wilmington, and Harold F. Reindel, Mathias F. Correa, Dudley B. Tenney and Howard W. Phillips, of Cahill, Gordon, Reindel & Ohl, New York City, for defendants in all actions.


SEITZ, Chancellor.

This is the decision on the fairness of a proposed settlement basically between the A and B stockholders of one of the corporate defendants, United States Foil Company ("Foil"), a Delaware corporation.

Foil was organized in 1919 with 15,000 shares of common stock. In 1924 its certificate was amended to create a new class of voting stock designated as Class B stock without voting power. The previously outstanding common stock was redesignated...

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