GILBERT v. EL PASO CO.


490 A.2d 1050 (1984)

Peter GILBERT and William Steiner, Plaintiffs, v. The EL PASO COMPANY and Burlington Northern, Inc., et al., Defendants. Herbert BREITMAN, as sole Trustee of Ed Rosenthal Neckwear, Inc. Profit Sharing Plan, and all other parties similarly situated and circumstanced, Plaintiff, v. BURLINGTON NORTHERN, INC., et al., Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: November 27, 1984.


Attorney(s) appearing for the Case

William Prickett, of Prickett, Jones, Elliott, Kristol and Schnee, Wilmington, Del.; Abraham G. Levin, Esquire and Martin A. Coleman, of Rubin Baum Levin Constant & Friedman, New York City; Mordecai Rosenfeld, New York City, for plaintiffs.

A. Gilchrist Sparks, III, of Morris, Nichols, Arsht & Tunnell, Wilmington, Del.; Marc P. Cherno, Stephen D. Alexander, Esquire and Marla G. Simpson, of Fried, Frank, Harris, Shriver & Jacobson, New York City, for Burlington defendants.

Robert K. Payson, of Potter, Anderson & Corroon, Wilmington, Del., for The El Paso Co.


WALSH, Vice Chancellor.

This is a class action arising out of Burlington Northern Inc.'s ("Burlington") takeover of the El Paso Company ("El Paso") in early 1983. The plaintiffs are those shareholders who tendered into Burlington's December 21, 1982, tender offer, which Burlington later terminated, and subsequently were subject to proration in the second tender offer made in January, 1983. Plaintiffs' complaint contains...

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