EMERALD PARTNERS v. BERLIN

No. 393, 1998.

726 A.2d 1215 (1999)

EMERALD PARTNERS, a New Jersey Limited Partnership, Plaintiff Below, Appellant, v. Ronald P. BERLIN, David L. Florence, Rex A. Sebastian, Theodore H. Strauss and Hall Financial Group, Ltd., a Texas Limited Partnership, Defendants Below, Appellees.

Supreme Court of Delaware.

Decided: March 16, 1999.


Attorney(s) appearing for the Case

R. Franklin Balotti, Gregory V. Varallo (argued), and Daniel A. Dreisbach, Richards, Layton & Finger, Wilmington, for Appellant.

Edward M. McNally, Lewis H. Lazarus (argued), and Joseph C. Schoell, Morris, James, Hitchens & Williams, Wilmington and Of Counsel: Hal Marshall, P.C., Dallas, Texas, for Appellees Ronald P. Berlin, David L. Florence, Rex A. Sebastian, and Theodore H. Strauss.

Vernon R. Proctor (argued) and Christopher P. Simon, the Bayard Firm, Wilmington, for Appellee Hall Financial Group, Ltd.

Norman M. Monhait, Rosenthal, Monhait, Gross & Goddess, P.A., Wilmington, for Amicus Curiae National Association of Securities and Commercial Law Attorneys.

Before WALSH, HOLLAND and BERGER, Justices.


WALSH, Justice:

In this appeal from the Court of Chancery, we review the grant of summary judgment in favor of the defendant corporation and its directors, on the ground that the plaintiffs, in their attack on a merger, had not sufficiently pled claims of entire fairness and best price. We conclude that the entire fairness claim was fairly pleaded and is intertwined with disclosure violation claims. Accordingly, we reverse...

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