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RIBLET PRODUCTS CORP. v. NAGY

No. 139, 1996.

683 A.2d 37 (1996)

RIBLET PRODUCTS CORPORATION, David Bistricer, and Nachum Stein, Defendants Below, Appellants, v. Ernest J. NAGY, Plaintiff Below, Appellee.

Supreme Court of Delaware.

Decided: September 26, 1996.

Attorney(s) appearing for the Case

A. Gilchrist Sparks, III (argued), and David J. Teklits of Morris, Nichols, Arsht & Tunnell, Wilmington; Dennis J. Block, Richard W. Slack and Jason M. Halper of Weil, Gotshal & Manges LLP, New York City, of Counsel, for Appellants.

David C. McBride of Young, Conaway, Stargatt & Taylor, Wilmington; Bernard J. Nussbaum (argued), William T. Barker and Kenneth H. Hoch of Sonnenschein Nath & Rosenthal, Chicago, IL, of Counsel, for Appellees.

Before VEASEY, C.J., WALSH and BERGER, JJ.

VEASEY, Chief Justice:

In this certification proceeding we resolve a question of Delaware law certified to this Court by the United States Court of Appeals for the Seventh Circuit in accordance with Article IV, Section 11(9), of the Delaware Constitution and Supreme Court Rule 41. We consider whether or not majority stockholders of a closely-held Delaware corporation can be found to have breached a fiduciary duty owing to a minority stockholder who is also the chief...

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