O'REILLY v. TRANSWORLD HEALTHCARE, INC.

C.A. No. 16507.

745 A.2d 902 (1999)

Kathleen S. O'REILLY, Plaintiff, v. TRANSWORLD HEALTHCARE, INC., W. James Nicol, Andre C. Dimitriadis, Dr. Timothy J. Triche and D. Mark Weinberg, Defendants.

Court of Chancery of Delaware.

Decided: August 20, 1999.


Attorney(s) appearing for the Case

Ronald A. Brown, Jr. and Elizabeth M. McGeever of Prickett, Jones, Elliott, Kristol & Schnee, Wilmington, Delaware, for Plaintiff.

A. Gilchrist Sparks, III and Donna L. Culver of Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware; Elliott Silverman of McDermott, Will & Emery, New York City, of counsel, for Defendants.


OPINION

STEELE, Vice Chancellor.

Defendants Transworld Healthcare, Inc. ("Transworld") and the former directors of Health Management Inc. ("HMI") move to dismiss pursuant to Court of Chancery Rule 12(b)(6) this individual and stockholder class action against them, which challenges the fairness of HMI's merger with a subsidiary of Transworld. HMI's directors approved a merger between HMI and Transworld's wholly-owned subsidiary at $2 per share, but...

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