EISENBERG v. CHICAGO MILWAUKEE CORP.

Civ. A. No. 9374.

537 A.2d 1051 (1987)

Michael EISENBERG, Plaintiff, v. CHICAGO MILWAUKEE CORPORATION, a Delaware corporation, Robert S. Davis, Clarence G. Frame, Edwin Jacobson, Leon Levy, Alessandro di Montezemolo, Jack Nash, Robert C. Reed, Peter J. Sharp, Emory Williams, and Ezra K. Zilkha, defendants.

Court of Chancery of Delaware, New Castle County.

Decided: December 1, 1987.


Attorney(s) appearing for the Case

William Prickett, Wayne N. Elliott, and Philip B. Obbard of Prickett, Jones, Elliott, Kristol & Schnee, Wilmington, and Ronald Litowitz of Bernstein, Litowitz, Berger & Grossman, New York City, for plaintiff.

R. Franklin Balotti, Jesse A. Finkelstein, Nathan B. Ploener, and James C. Strum of Richards, Layton & Finger, Wilmington, and Dennis J. Block, H. Adam Prussin, Andrew J. Roth, and Richard W. Slack, of Weil, Gotshal & Manges, New York City, for defendants.


OPINION

JACOBS, Vice-Chancellor.

On October 28, 1987, Chicago Milwaukee Corp., a Delaware corporation ("CMC") commenced a self-tender offer (the "Offer") for any and all shares of its $5 Prior Preferred Stock ("the Preferred"), at an offering price of $55 per share cash. Although the Offer was originally scheduled to expire on November 30, 1987, the expiration was extended to midnight, December 1, 1987.

On November 2, 1987, the plaintiff, a Preferred...

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