WILLIAMS v. GEIER

No. 380, 1994.

671 A.2d 1368 (1996)

Josephine L. WILLIAMS, Plaintiff Below, Appellant, v. James A.D. GEIER, Gilbert Geier McCurdy, Daniel J. Meyer, C. Lawson Reed, Joseph A. Steger, Neil A. Armstrong, Edward A. Asplin, Clark Daugherty, Lyle Everingham, and Cincinnati Milacron, Inc., Defendants Below, Appellees.

Supreme Court of Delaware.

Decided: January 23, 1996.


Attorney(s) appearing for the Case

Norman Monhait of Rosenthal, Monhait, Gross & Goddess, P.A., Wilmington; William T. Jacobs (argued), of Strauss & Troy, Cincinnati, for appellant.

Martin P. Tully, Richard L. Sutton and Thomas C. Grimm of Morris, Nichols, Arsht & Tunnell, Wilmington; Rory O. Millson (argued), of Cravath, Swaine & Moore, New York City, for appellees.

Before VEASEY, C.J., WALSH and HARTNETT, JJ., HORSEY, J. (Retired), and RIDGELY, President Judge, constituting the Court en Banc.


VEASEY, Chief Justice, for the majority:

In this appeal, we consider whether defendant below-appellee, Cincinnati Milacron ("Milacron"), may validly implement a recapitalization plan (the "Recapitalization") resulting from an amendment to Milacron's certificate of incorporation (the "Amendment"). The Amendment was recommended by resolution of the Milacron Board of Directors (the "Board") and approved by the requisite stockholder...

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