ABELOW v. SYMONDS


184 A.2d 173 (1962)

Aida ABELOW, Irving Abelow, Herbert B. Abelow, Bradley I. Abelow, Carl S. Jossem, Margo Rose Jossem, Stephen B. Jossem, Everett Wendler, Theodora H. Wendler, Bradley Sheridan, Catherine A. Sheridan, Cornelius B. Sheridan, Christopher Sheridan, Mitchell & Company, Helen G. Hamburg, Mildred K. Rosen, Henry Sakolsky, Herman Goodfriend, Irwin Guttag, Sol Stuttman and Jack Jossem, Plaintiffs, v. Garner SYMONDS, R. C. Graham, J. E. Ivins, N. W. Freeman, Chas. A. Lingo, R. K. Hanger, Ardon B. Judd, Eugene M. McElvaney, Roy S. Nelson, A. D. Simpson, Jackson D. Breaks, Philip C. Dixon, Eugene Geddes, James G. Glass, C. Jeff Jennings, G. B. Leighton, Sydney R. Newman, William J. Price, III, Earl D. Wallace, W. H. Blackburn, A. B. Weeks, and Midstates Oil Corporation, a Delaware Corporation, Middle States Petroleum Corporation, a Delaware Corporation, Tennessee Gas Transmission Company, a Delaware Corporation, Defendants.

Court of Chancery of Delaware, New Castle.

September 21, 1962.


Attorney(s) appearing for the Case

Daniel O. Hastings, Clarence W. Taylor and Russell J. Willard, Jr., Hastings, Lynch & Taylor, Wilmington, for plaintiffs.

Henry M. Canby and Richard J. Abrams, Richards, Layton & Finger, Wilmington, for corporate defendants.


MARVEL, Vice Chancellor.

The question here in issue is the legal adequacy of the price paid to the selling corporation for all of its property and assets in a transaction in which not only both the buying and selling corporations were controlled by the defendant Tennessee Gas Transmission Company but where almost 96% of the stock of the seller was held by the purchasing corporation. The basic facts about the transaction under attack have been set forth in two earlier...

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