SWT ACQUISITION CORP. v. TW SERVICES, INC.

Civ. A. No. 88-602 MMS.

700 F.Supp. 1323 (1988)

SWT ACQUISITION CORP., A Delaware corporation, Plaintiff, v. TW SERVICES, INC., a Delaware corporation, and Charles W. Oberly, III, Attorney General of the State of Delaware, and Michael E. Harkins, Secretary of State of the State of Delaware, Defendants.

United States District Court, D. Delaware.

November 22, 1988.


Attorney(s) appearing for the Case

Steven D. Goldberg, of Theisen, Lank, Mulford and Goldberg, P.A., Wilmington, Del.; of counsel: Richard F. Ziegler, Lawrence B. Friedman, Andrew Weissmann, and Philipp H. Windemuth, of Cleary, Gottlieb, Steen & Hamilton, New York City, for plaintiff.

R. Franklin Balotti, Gregory Williams, and Joseph J. Bodnar, of Richards, Layton & Finger, Wilmington, Del.; of counsel: John L. Warden, Norman Feit, Esq., John L. Hardiman, and Mark van Dyke Holmes, of Sullivan & Cromwell, New York City, for defendant TW Services, Inc.

Grover C. Brown, and Edward M. McNally, of Morris, James, Hitchens & Williams, Wilmington, Del., for defendants Oberly and Harkins.


MURRAY M. SCHWARTZ, Chief Judge.

OPINION

This opinion resolves a motion to dismiss arising out of a hostile tender offer for TW Services, Inc. ("TW"), initiated by SWT Acquisition Corp. ("SWT"). The issue raised by the motion to dismiss filed by TW is whether the complaint filed by SWT seeking a declaration that 8 Del.C. § 203(a)(3) ("Section 203(a)(3)" or "§ 203(a)(3)") of the General Corporation Law of the State of Delaware is unconstitutional...

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