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MORAN v. HOUSEHOLD INTERN., INC.

490 A.2d 1059 (1985)

John A. MORAN and the Dyson-Kissner-Moran Corporation, Plaintiffs, and Gretl Golter, Individually and in a derivative capacity, Plaintiff Intervenor, v. HOUSEHOLD INTERNATIONAL, INC. a Delaware Corporation, Donald C. Clark, Thomas D. Flynn, Mary Johnston Evans, William D. Hendry, Joseph W. James, Mitchell P. Kartalia, Gordon P. Osler, Arthur E. Rasmussen, George W. Rauch, James M. Tait, Miller Upton, Bernard F. Brennan and Gary G. Dillon, Defendants. HOUSEHOLD INTERNATIONAL, INC., Counterclaim Plaintiff, v. John A. MORAN, Charles H. Dyson and The Dyson-Kissner-Moran Corporation, Counterclaim Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: January 29, 1985.

Attorney(s) appearing for the Case

Rodman Ward, Jr., Stuart L. Shapiro, Stephen P. Lamb, Thomas J. Allingham, II, and Andrew J. Turezyn, of Skadden, Arps, Slate, Meagher & Flom, Wilmington, Del. and Michael W. Mitchell, Jeremy A. Berman, and Joseph A. Guglielmelli, New York City, for plaintiffs and appearing counterclaim-defendants.

Joseph A. Rosenthal, and Norman M. Monhait, of Morris and Rosenthal, P.A., Wilmington, Del., Marshall Patner, of Orlikoff, Flamm and Patner, Frederic Brace, of Brace & O'Donnell, and Geoffrey P. Miller, Chicago, Ill., for plaintiff-intervenor.

Charles F. Richards, Jr., Donald A. Bussard, Jesse A. Finkelstein, and Gregory P. Williams, of Richards, Layton & Finger, Wilmington, Del. and George A. Katz, William C. Sterling, Jr., Michael W. Schwartz, Eric M. Roth, Warren R. Stern, and Donald N. Cohen, of Wachtell, Lipton, Rosen & Katz, New York City, for defendants and for counterclaim-plaintiff.

WALSH, Vice Chancellor.

This action brought individually and derivatively by certain shareholders of Household International, Inc. ("Household") seeks to invalidate a preferred stock rights dividend plan (the "Rights Plan") adopted by a majority of Household's Board of Directors on August 14, 1984. The original plaintiffs are John A. Moran, a Household director who voted against the Rights Plan and the company of which he is Chairman, Dyson-Kissner-Moran Corporation...

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