COMMONWEALTH ASSOC. v. PROVIDENCE HEALTH

C.A. No. 13214.

641 A.2d 155 (1993)

COMMONWEALTH ASSOCIATES, Kerry Joseph Dukes, John Robinson, Frederick Prunier, and James E. Brands, Plaintiffs, v. PROVIDENCE HEALTH CARE, INC., Lawrence B. Cummings, Harvey Wershbale, Thomas W. Janes, Brian A. Lingard, and Jugal K. Taneja, Defendants.

Court of Chancery of Delaware, New Castle County.

Date Decided: December 7, 1993.


Attorney(s) appearing for the Case

Stephen E. Jenkins, Richard D. Heins, and Christopher S. Sontchi, Ashby & Geddes, Wilmington, (Robert W. Forman, Greenberger & Forman, New York City, of counsel), for plaintiffs.

Lawrence A. Hamermesh, and Seth D. Rigrodsky, Morris, Nichols, Arsht & Tunnell, Wilmington, (Freeborn & Peters, Chicago, IL, of counsel), for defendants.


OPINION

ALLEN, Chancellor.

In this action under Section 225 of the Delaware General Corporation Law the ultimate question is who are the validly designated directors of Providence Health Care, Inc., a Delaware corporation. That question is raised by the conclusion of a consent solicitation under Section 228 of the General Corporation Law. In that consent solicitation Commonwealth Associates sought to remove the directors of Providence from office and to...

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