GAYLORD CONTAINER SHAREHOLDERS LIT.

Civil Action No. 14616.

753 A.2d 462 (2000)

In re GAYLORD CONTAINER CORPORATION SHAREHOLDERS LITIGATION.

Court of Chancery of Delaware, New Castle County.

Decided: January 26, 2000.


Attorney(s) appearing for the Case

Joseph A. Rosenthal, Jeffrey S. Goddess, of Rosenthal, Monhait, Gross & Goddess, Wilmington; of counsel: Steven G. Schulman, Edith M. Kallas, Cary L. Talbot, of Milberg Weiss Bershad Hynes & Lerach, New York City; Stephen Ramos, of Berger & Montague, Philadelphia, PA, for Plaintiffs.

William O. LaMotte III, Karen Jacobs Louden, of Morris, Nichols, Arsht & Tunnell, Wilmington; of counsel: Thomas O. Kuhns, Timothy A. Duffy, of Kirkland & Ellis, Chicago, IL, for Individual Defendants.

Lewis H. Lazarus, of Morris, James, Hitchens & Williams, Wilmington, for Nominal Defendant Gaylord Container Corporation.


OPINION

STRINE, Vice Chancellor.

In this action, a class of shareholder plaintiffs attacks the decision of the Gaylord Container Corporation board of directors to adopt a series of defensive measures in July of 1995. These defensive measures included: a shareholder rights plan; the elimination of stockholders' right to act by written consent; bylaws requiring stockholders to submit nominations for directorships in the period sixty to ninety days in advance...

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