SPEISER v. BAKER

Civ. A. No. 8694.

525 A.2d 1001 (1987)

Marvin M. SPEISER, Plaintiff, v. Leon C. BAKER and Health Med Corporation, a Delaware corporation, Defendants. Leon C. BAKER, Cross-Counterclaimant, v. Marvin M. SPEISER, Health Med Corporation, Health-Chem Corporation, a Delaware corporation, and Medallion Group, Inc., a Delaware corporation, Cross-Counterclaim Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: March 19, 1987.


Attorney(s) appearing for the Case

James F. Burnett and Donald J. Wolfe, Jr. of Potter Anderson & Corroon, Wilmington, and Fried, Frank, Harris, Shriver & Jacobson, New York City, of counsel, for plaintiff.

David A. Drexler of Morris, Nichols, Arsht & Tunnell, Wilmington, and Koether, Harris & Hoffman, New York City, of counsel, for defendants.


ALLEN, Chancellor.

The present action is brought under Section 211(c) of our corporation law and seeks an order requiring the convening of an annual meeting of shareholders of Health Med Corporation, a Delaware corporation. The Answer admits that no annual meeting of stockholders of that corporation has been held for several years, but attempts to allege affirmative defenses to the relief sought. In addition, that pleading asserts an affirmative right to a declaratory...

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