DALTON v. AMERICAN INV. CO.


490 A.2d 574 (1985)

Mary G. DALTON, et al., Plaintiffs, v. AMERICAN INVESTMENT COMPANY, a Delaware corporation, and Robert J. Brockmann, Earl R. Tweedie, Warren E. Van Norman, James D. Barnes, Erwin A. Stuebner, Norfleet H. Rand, Basil L. Kaufmann, Henry R. Barber, Albert J. O'Brien, M. Moss Alexander, Jr., Charles A. Specht, Francis Peter Cundill, Patrick M. Donelan, Alan G. Johnson, and Leucadia American Corp., a Delaware corporation, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: March 1, 1985.


Attorney(s) appearing for the Case

Bruce M. Stargatt, and David C. McBride, of Young, Conaway, Stargatt & Taylor, Wilmington, and Paul Weil, of Bryan, Cave, McPheeters & McRoberts, St. Louis, Mo., for plaintiffs.

David A. Drexler, of Morris, Nichols, Arsht & Tunnell, Wilmington, for defendant American Inv. Co. and individual defendants.

R. Franklin Balotti, of Richards, Layton & Finger, Wilmington, and Dennis J. Block, Sanford F. Remz, and Stephen A. Radin, of Weil, Gotshal & Manges, New York City, for defendant Leucadia American Corp.


BROWN, Chancellor.

This action is brought by certain preferred shareholders of American Investment Company, a Delaware corporation. The suit charges that the individual defendants, in their capacity as the board of directors of American Investment Company (hereafter "AIC"), breached the fiduciary duty owed by them to the plaintiffs during the course of a merger whereby AIC was merged into Leucadia American Corp., a wholly-owned subsidiary of Leucadia, Inc. ("Leucadia...

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