IN RE ANDERSON, CLAYTON SHAREHOLDERS' LITIGATION


519 A.2d 669 (1986)

In re ANDERSON, CLAYTON SHAREHOLDERS' LITIGATION. BEAR, STEARNS & CO., INC., Gruss Petroleum Corp., and Gruss Partners, Plaintiffs, v. ANDERSON, CLAYTON & CO.; F.F. Avery; G. William Miller; Richard J.V. Johnson; S.M. McAshan, Jr., T.J. Barlow; W. Fenton Guinee, Jr.; John L. Fichter; Benjamin M. Baker, Jr.; Charles L. Blackburn; John T. Cater; Ralph L. Cobb; Jennings F. Futch; John B. Powell, Jr.; D.M. Buchanan; R.F. Harris; W.W. Vann, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: June 10, 1986.


Attorney(s) appearing for the Case

A. Gilchrist Sparks, III, Lawrence A. Hamermesh, and Edmond D. Johnson of Morris, Nichols, Arsht & Tunnell, Wilmington, and Dennis J. Block, and Joseph S. Allerhand of Weil, Gotshal & Manges, New York, Joseph A. Rosenthal and Kevin Gross of Morris & Rosenthal, Wilmington and Stuart D. Wechsler, Robert I. Harwood and Zachary A. Starr of Goodkind, Wechsler, Labaton & Rudoff, New York, for plaintiffs.

Charles F. Richards, Jr., Samuel A. Nolen, Thomas A. Beck, Gregory P. Williams and Nathan B. Ploener of Richards, Layton & Finger, Wilmington and Stephen G. Tipps and Paula M. Desel of Baker & Botts, Houston, Tex., for defendants.


ALLEN, Chancellor.

The pending motions to enjoin a proposed recapitalization of Anderson, Clayton & Co. (the "Company") presently scheduled to be consummated today places in apparent opposition two important stockholder interests.

On plaintiffs' view of the case this Court must now act to protect an interest each shareholder of the Company has in maximizing the present value of his or her stockholdings. That important interest is threatened, on this view...

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