Michael D. TANZER and Deborah Tanzer, as Trustees of Tanzer Economic Associates, Inc. Profit Sharing Plan, Plaintiffs below, Appellants,
v.
INTERNATIONAL GENERAL INDUSTRIES, INC., et al., Defendants below, Appellees.
Supreme Court of Delaware.https://leagle.com/images/logo.png
Submitted March 16, 1977.
Decided October 18, 1977.
Attorney(s) appearing for the Case
Irving Morris and Joseph A. Rosenthal, of Morris & Rosenthal, Wilmington, and Wolf, Popper, Ross, Wolf & Jones, New York City, for plaintiffs-appellants.
Richard F. Corroon, Charles S. Crompton, Jr., and Robert K. Payson, of Potter, Anderson & Corroon, Wilmington, and Robert C. Hubbard and Henry J. Formon, Jr., of Satterlee & Stephens, New York City, for defendants-appellees.
Before HERRMANN, C. J., and DUFFY and McNEILLY, JJ.
Supreme Court of Delaware.
DUFFY, Justice:
In Singer v. Magnavox Company et al., Del.Supr., 380 A.2d 969 (1977), we held that a merger of a Delaware corporation caused by a majority stockholder solely for the purpose of cashing-out minority stockholders is a violation of a fiduciary duty owed by the former to the latter. We reserved for another day the question of whether a merger made primarily to advance the business purpose of the majority stockholder...
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