ALCOTT v. HYMAN


208 A.2d 501 (1965)

Harvey ALCOTT, Rose E. Alcott, Dale Distributing Co., Inc., Morice Haymes, Sidney Susswein and Morton Mainzer, suing individually and as stockholders of P. R. M., Inc., (formerly Associated Artists Productions Corp.) and on behalf of themselves and other stockholders of P. R. M., Inc., (formerly Associated Artists Productions Corp.), similarly situated, and in the right of P. R. M., Inc., (formerly Associated Artists Productions Corp.), Plaintiffs Below, Appellants, v. Eliot HYMAN, P. R. M., Inc., (formerly Associated Artists Products Corp.), a corporation of the State of Delaware, United Artists Associated, Inc., a corporation of the State of Delaware, and Gotham Television Film Corporation, a corporation of the State of Delaware, Defendants Below, Appellees.

Supreme Court of Delaware.

March 8, 1965.


Attorney(s) appearing for the Case

Hugh M. Morris and William S. Megonigal, Jr., of Morris, Nichols, Arsht & Tunnell, Wilmington, Burton H. Brody, of Galef & Jacobs, New York City, and Davies, Hardy & Schenck, New York City, for appellants.

Louis J. Finger, of Richards, Layton & Finger, Wilmington, and Jay H. Topkis, of Paul, Weiss, Rifkind, Wharton & Garrison, New York City, for appellees United Artists Associated, Inc. and Gotham Television Film Corporation, and Stillman & Stillman, New York City, for appellee Eliot Hyman.

WOLCOTT, C. J., and CAREY and HERRMANN, JJ., sitting.


HERRMANN, Justice:

The plaintiffs are stockholders of P. R. M., Inc., a Delaware corporation, the name of which was Associated Artists Productions Corp. (hereinafter "AAP") at the time of the transaction here in question. The plaintiffs brought this action, individually and derivatively, to challenge the transaction whereby the defendant United Artists Associated, Inc. (hereinafter "UAA"), acquired all of the assets of AAP...

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