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ODYSSEY PARTNERS v. FLEMING COMPANIES

Civil Action No. 14770.

735 A.2d 386 (1999)

ODYSSEY PARTNERS, L.P., Odyssey-Abco Limited Partnership, Prudential Securities, Inc., The Prudential Insurance Company of America, and W.R. Huff Asset Management Co., L.L.C., Plaintiffs, v. FLEMING COMPANIES, INC. William M. Lawson, Jr., Thomas W. Field, Jr., Edward G. Hill, Jr., and R. Randolph Devening, Defendants.

Court of Chancery of Delaware, New Castle County.

Resubmitted: April 19, 1999.

Decided: May 13, 1999.

Attorney(s) appearing for the Case

Richard D. Allen, of Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware; of Counsel: Allan E. Ceran, of Rodi, Pollock, Pettker, Galbraith & Cahill, Los Angeles, California, Attorneys for Plaintiffs.

Stephen E. Herrmann, and Svrinivas M. Raju, of Richards, Layton & Finger, Wilmington, Delaware; of Counsel: John M. Mee, Esquire and Louis J. Price, of McAfee & Taft, Oklahoma City, Oklahoma, Attorneys for Defendants.

OPINION

LAMB, Vice Chancellor.

I. INTRODUCTION

This action arises out of a foreclosure sale at which defendant Fleming Co., Inc. ("Fleming") acquired 100% of the stock of ABCO Markets Inc. ("ABCO Markets"), the operating subsidiary of ABCO Holding, Inc. ("ABCO"). At the time of the sale, Fleming was both the majority stockholder and sole secured creditor of ABCO, that debt being secured by a pledge of essentially all ABCO's assets, including the...

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