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ROTHSCHILD INTERN. CORP. v. LIGGETT GROUP

463 A.2d 642 (1983)

ROTHSCHILD INTERNATIONAL CORPORATION, a corporation of the State of Washington, Plaintiff, v. LIGGETT GROUP INC., GM Sub Corporation and GM Sub II Corporation, corporations of the State of Delaware, and Grand Metropolitan Limited, a corporation of England, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: June 29, 1983.

Attorney(s) appearing for the Case

Thomas S. Lodge, of Connolly, Bove & Lodge, Wilmington, and Gerald J. Fields, of Battle, Fowler, Jaffin & Kheel, New York City, for plaintiff.

R. Franklin Balotti, of Richards, Layton & Finger, Wilmington, and Gandolfo V. DiBlasi, of Sullivan & Cromwell, New York City, for defendants.

BROWN, Chancellor.

This suit arises out of a combined tender offer and merger whereby GM Sub Corporation, an indirect, wholly-owned subsidiary of Grand Metropolitan Limited, a corporation of England, acquired all outstanding shares of the defendant Liggett Group, Inc., a Delaware corporation. GM Sub Corporation ("GM Sub") was formed as a Delaware corporation for the purpose of carrying out this acquisition. At the time of...

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