FIELD v. ALLYN


457 A.2d 1089 (1983)

Bertram FIELD and Edward F. Fanucchi, Plaintiffs, v. Henry G. ALLYN, Jr., Gordon E. Neuenschwander, G. Gray Garland, Jr., Bernard B. Smyth, the Pittsburgh and Lake Erie Company and Beloit Corporation, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided January 27, 1983.


Attorney(s) appearing for the Case

Irving Morris, of Morris & Rosenthal, Wilmington, and William Klein, II, of Tenzer, Greenblatt, Fallon & Kaplan, New York City, for plaintiffs.

David A. Drexler, and Thomas C. Grimm, of Morris, Nichols, Arsht & Tunnell, Wilmington, for defendants.


BROWN, Chancellor.

This is a decision after trial in a class action brought on behalf of the former minority shareholders of the Pittsburgh and Lake Erie Railroad Company, a Delaware corporation. The suit attacks both a tender offer and a subsequent cash-out merger whereby a newly-formed company, after purchasing a 92.6 per cent interest in the corporation from the previous owner of that interest, acquired, and thus eliminated...

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