MICHELSON v. DUNCAN


407 A.2d 211 (1979)

A. Elihu MICHELSON, Plaintiff Below, Appellant, v. Louis C. DUNCAN, G. R. Ellis, Thomas D. Flynn, Joseph W. James, Mitchell P. Kartalia, Paul C. Nagel, Jr., Gordon P. Osler, Arthur E. Rasmussen, George W. Rauch, A. O. Steffey, James W. Tait, Robert C. Trow, Miller Upton, William E. Wehner, John C. Whitehead, D. C. Clark, John T. Gurash and Household Finance Corporation, Defendants Below, Appellees.

Supreme Court of Delaware.

Decided October 2, 1979.


Attorney(s) appearing for the Case

Bertram Bronzaft, of Garwin & Bronzaft, New York City, and Joseph A. Rosenthal of Morris & Rosenthal, P. A., Wilmington, for plaintiff-appellant.

A. Gilchrist Sparks, III, S. Samuel Arsht and Craig B. Smith, of Morris, Nichols, Arsht & Tunnell, Wilmington, and Hubachek, Kelly, Rauch & Kirby, Chicago, Ill., of counsel, for individual defendants-appellees.

David B. Ripsom and Rodman Ward, Jr., of Prickett, Ward, Burt & Sanders, Wilmington, for defendant-appellee Household Finance Corporation.

Before HERRMANN, C. J., QUILLEN and HORSEY, JJ.


HORSEY, Justice:

Plaintiff appeals the Court of Chancery's grant of summary judgment in a derivative shareholder's suit brought to set aside stock options granted by the defendants, officers and directors of Household Finance Corporation (hereafter, "HFC") to key employees, including themselves. The source of the controversy between the parties is action taken by the directors in 1971-1974 to modify the Company's 1966 stock...

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