BRAZEN v. BELL ATLANTIC CORP.

No. 130, 1997.

695 A.2d 43 (1997)

Lionel I. BRAZEN, Plaintiff Below, Appellant, v. BELL ATLANTIC CORPORATION, a Delaware corporation, and its individual directors, Raymond W. Smith, Lawrence T. Babbio, James G. Cullen, Frank C. Carlucci, Shirley Young, James H. Gilliam, Jr., William W. Adams, Thomas E. Bolger, William G. Copeland, Thomas H. Kean, John C. Marous, Jr., Rozanne L. Ridgeway, John F. Maypole, Joseph Neubauer, and Thomas O'Brien, Defendants Below, Appellees.

Supreme Court of Delaware.

Decided: May 27, 1997.


Attorney(s) appearing for the Case

William Prickett (argued), Elizabeth M. McGeever, Ronald A. Brown, Jr., Prickett, Jones, Elliott, Kristol & Schnee, Wilmington; Clinton A. Krislov and William Bogot, of counsel, Krislov & Associates, Ltd., Chicago, IL, for Appellant.

A. Gilchrist Sparks, III (argued), Alan J. Stone and S. Mark Hurd, Morris, Nichols, Arsht & Tunnell, Wilmington, for Appellees.

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


VEASEY, Chief Justice:

In this appeal, the issues facing the Court surround the question of whether a two-tiered $550 million termination fee in a merger agreement is a valid liquidated damages provision or whether the termination fee was an invalid penalty and tended improperly to coerce stockholders into voting for the merger.

Although there are judgmental aspects involved in the traditional liquidated damages analysis...

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