CITY CAPITAL ASSOCIATES v. INTERCO INC.

Civ. A. No. 10105.

551 A.2d 787 (1988)

CITY CAPITAL ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, Cardinal Holdings Corp., a Delaware corporation, Cardinal Acquisition Corp., a Delaware corporation, Plaintiffs, v. INTERCO INCORPORATED, a Delaware corporation, Harvey Saligman, Richard B. Loynd, R. Stuart Moore, Charles J. Rothschild, Jr., Ronald L. Aylward, Donald E. Lasater, Harry M. Krogh, Lee Liberman, Mark H. Lieberman, Robert H. Quenon, William E. Cornelius, Marilyn S. Lewis and Thomas H. O'Leary, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: November 1, 1988.


Attorney(s) appearing for the Case

Rodman Ward, Jr., Stephen P. Lamb, Paul L. Regan, Robert E. Zimet, Jay B. Kasner, and Charles F. Walker, of Skadden, Arps, Slate, Meagher & Flom, Wilmington, and New York City, for plaintiffs.

Charles F. Richards, Jr., Samuel A. Nolen, and Thomas A. Beck, of Richards, Layton & Finger, Wilmington, and Michael W. Schwartz, and Robert A. Ragazzo, of Wachtell, Lipton, Rosen & Katz, New York City, for defendants.


OPINION

ALLEN, Chancellor.

This case, before the court on an application for a preliminary injunction, involves the question whether the directors of Interco Corporation are breaching their fiduciary duties to the stockholders of that company in failing to now redeem certain stock rights originally distributed as part of a defense against unsolicited attempts to take control of the company. In electing to leave Interco's "poison pill" in effect, the

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