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KLANG v. SMITH'S FOOD & DRUG CENTERS

No. 210, 1997.

702 A.2d 150 (1997)

Larry F. KLANG, on behalf of himself and all others similarly situated, Plaintiff Below, Appellant, v. SMITH'S FOOD & DRUG CENTERS, INC., Jeffrey P. Smith, Richard D. Smith, Fred L. Smith, Sean D. Smith, Robert D. Bolinder, Kenneth A. White, Douglas John Tigert, Stuart Rosenthal, Ray V. Rose, Duane Peters, Nicole Miller, Allen P. Martindale, Delonne Anderson, The Yucaipa Companies, Ronald Burkle, Smitty's Supermarkets, Inc., and Cactus Acquisition, Inc., Defendants Below, Appellees.

Supreme Court of Delaware.

Decided: November 7, 1997.

Revised: December 1, 1997.

Attorney(s) appearing for the Case

William Prickett and Ronald A. Brown, Jr., (argued), of Prickett, Jones, Elliott, Kristol & Schnee, Wilmington; A.B. Conant, Jr., and Raymond P. Harris, Jr., of counsel, of Conant, Whittenburg, French & Schachter, P.C., Dallas, TX, for Appellant.

Jesse A. Finkelstein, of Richards, Layton & Finger, Wilmington; Bruce D. Angiolillo (argued), Jeffrey E. Ostrow and Harrison J. Frahn IV, of counsel, of Simpson, Thacher & Bartlett, New York City; and Hugh Steven Wilson and James W. Baker, of counsel, of Latham & Watkins, San Diego, CA, for Appellees.

Before VEASEY, C.J., WALSH, HOLLAND, HARTNETT and BERGER, JJ., constituting the Court en Banc.

VEASEY, Chief Justice:

This appeal calls into question the actions of a corporate board in carrying out a merger and self-tender offer. Plaintiff in this purported class action alleges that a corporation's repurchase of shares violated the statutory prohibition against the impairment of capital. Plaintiff also claims that the directors violated their fiduciary duty of candor by failing to disclose material facts prior to...

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