YOUNG v. COLGATE-PALMOLIVE CO.

No. 85-1442.

790 F.2d 567 (1986)

Quentin YOUNG, individually, and on behalf of those similarly situated, Plaintiff-Appellant, v. COLGATE-PALMOLIVE COMPANY, a foreign corporation, and Keith Crane, Reuben Mark, Vernon R. Alden, Albert V. Casey, Frank Pace, Jr., Thomas R. Wilcox, Howard W. Blauvelt, John P. Kendall, and Howard B. Wentz, Jr., respectively as Directors of Colgate-Palmolive Company, Defendants-Appellees.

United States Court of Appeals, Seventh Circuit.

Decided May 2, 1986.


Attorney(s) appearing for the Case

Marshall Patner, Orlikoff, Flamm & Patner, Chicago, Ill., Frederic Brace, Brace & O'Donnell, Chicago, Ill, Robert A. Holstein, Holstein, Mack & Associates, Chicago, Ill. for plaintiff-appellant.

George A. Katz, William C. Sterling, Jr., Warren R. Stern, Wachtell, Lipton, Rosen & Katz, New York City, Bernard J. Nussbaum, Jay I. Bratt Sonnenschein, Carlin, Nath & Rosenthal, Chicago, Ill., for defendants-appellees.

Before CUMMINGS, Chief Judge, COFFEY, Circuit Judge, and FAIRCHILD, Senior Circuit Judge.


FAIRCHILD, Senior Circuit Judge.

Plaintiff shareholder filed this derivative action against the Colgate-Palmolive Company as the nominal defendant, and against the members of Colgate's board of directors. The complaint alleges that the directors breached their fiduciary duty to the corporation by adopting a "poison pill," or anti-takeover plan. On behalf of Colgate, plaintiff seeks a declaratory judgment that the plan and its adoption are invalid and unlawful; a temporary...

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