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WINSTON v. MANDOR

Nos. 14807, 15416.

710 A.2d 835 (1997)

John WINSTON, Plaintiff, v. Leonard S. MANDOR, Robert A. Mandor, Joan Levine, Harvey Jacobson, Gregory McMahon and Geoffrey S. Aaronson, Milestone Properties, Inc. and Concord Assets Group, Inc., Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: May 12, 1997.

Attorney(s) appearing for the Case

Joseph A. Rosenthal of Rosenthal, Monhait Gross & Goddess, Wilmington; Silverman, Harnes & Harnes, New York City, of counsel, for Plaintiff.

Michael Hanrahan and Daniel P. Conneen of Prickett, Jones, Elliott, Kristol & Schnee, Wilmington; Robert W. Gottlieb, and Joel A. Yunis of Rosenman & Colin, L.L.P., New York City, of counsel, for Defendants.

OPINION

STEELE, Vice Chancellor.

I. Issue Presented

Do controlling stockholders who effectuate the sale of a significant portion of corporate assets, and thereafter distribute the proceeds as a dividend to the common stockholders owe fiduciary duties vis à vis these transactions to the corporation's preferred stockholders? I conclude they do not owe fiduciary duties if the transactions are specifically contemplated by the corporate...

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