FRANTZ MFG. CO. v. EAC INDUSTRIES


501 A.2d 401 (1985)

FRANTZ MANUFACTURING COMPANY, H.B. Musgrove, B.W. Bivin, J.L. Rutt, J.W. Collins, and C.R. Bickel, Defendants Below, Appellants, v. EAC INDUSTRIES, Plaintiff Below, Appellee.

Supreme Court of Delaware.

Decided: August 19, 1985.

Opinion Released: December 5, 1985.


Attorney(s) appearing for the Case

Lewis S. Black, Jr., and Paul P. Welsh (argued), of Morris, Nichols, Arsht & Tunnell, Wilmington, and Theodore W. Grippo, James A. Klenk, Barry Ginsberg and Margaret S. Determan, of Reuben & Proctor, Chicago, Ill., of counsel, for defendants below-appellants.

Allen M. Terrell, Jr., Wendell Fenton and Samuel A. Nolen, of Richards, Layton & Finger, Wilmington, and Harold C. Wheeler (argued), Robert F. Wall and James Vroman, of Winston & Strawn, Chicago, Ill., for plaintiff below-appellee.

Before CHRISTIE, C.J., McNEILLY and MOORE, JJ.


CHRISTIE, Chief Justice:

The issues in this case focus on the fiduciary duties of the boards of directors of both a target corporation, Frantz Manufacturing Company ("Frantz"), and an acquiring corporation, EAC Industries ("EAC"), after the acquirer has taken control of the target corporation by use of the shareholder consent procedure of 8 Del.C. § 228.1

EAC sought a preliminary...

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