PENNWALT CORP. v. CENTAUR PARTNERS

Civ. A. Nos. 88-5146, 88-9422.

710 F.Supp. 111 (1989)

PENNWALT CORPORATION v. CENTAUR PARTNERS, et al. TRIO ACQUISITION CORPORATION, et al. v. PENNWALT CORPORATION, et al. v. TRIO ACQUISITION CORPORATION, et al.

United States District Court, E.D. Pennsylvania.

March 10, 1989.


Attorney(s) appearing for the Case

Matthew J. Broderick, Dechert, Price & Rhoads, Philadelphia, Pa., for plaintiff.

David H. Pittinsky and Bruce W. Kauffman, Dilworth, Paxson, Kalish & Kauffman, Carl W. Hittinger, Patrick T. Davish, Jeffrey P. Greenbaum and Barbara Shotel, Philadelphia, Pa., Richard P. Swanson, Pro Hac Vice, Leonard P. Gubar, Robert J.A. Zito, Rhonda D. Orin, Lawrence S. Hirsh and Nora J. Tronto, Spengler, Carlson, Gubar, Brodsky & Frischling, New York City, for all defendants.

Barry F. Schwartz, Philadelphia, Pa., for M.L.C. Partners II Ltd., Partnership, Lenny Corp., RER Corp., Leonard Toboroff, Robert Nederlander, Jeffrey Epstein and Jeffrey Steiner.


OPINION

GAWTHROP, District Judge.

At issue is the validity of a solicitation for a shareholders' meeting, drafted by Centaur Partners and Trio Acquisition Corporation (Centaur) to shareholders of Pennwalt Corporation (Pennwalt). The solicitation states, in pertinent part, that if the person executing it is deemed a member of a "Controlling group" within the meaning of Section 910 of the Pennsylvania Business Corporation Law (PCBL), Pa.Legis. Serv. 160-64...

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