GABELLI & CO., ETC. v. LIGGETT GROUP, INC.


444 A.2d 261 (1982)

GABELLI & CO., INC. PROFIT SHARING PLAN, Plaintiff, v. LIGGETT GROUP, INC., Grand Metropolitan Limited, and GM Sub Corporation, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided April 8, 1982.


Attorney(s) appearing for the Case

Victor F. Battaglia and Robert K. Beste, Jr., Biggs & Battaglia, Wilmington, Ronald Litowitz, Kreindler & Kreindler, and David Perlmutter, Winer, Neuberger & Sive, New York City, for plaintiff.

R. Franklin Balotti, Richards, Layton & Finger, Wilmington, John L. Warden, and Gandolfo V. DiBlasi, Sullivan & Cromwell, New York City, for defendants Liggett Group, Inc. and GM Sub Corp.


HARNETT, Vice Chancellor.

Defendants-Liggett Group, Inc. ("Liggett") and GM Sub Corporation ("GM Sub") moved to dismiss this action claiming that the complaint fails to state a claim upon which relief may be granted. The gravamen of the suit is whether, under the circumstances, a minority stockholder of a subsidiary corporation — faced with being cashed out by a merger orchestrated by the majority stockholder —...

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