KOHLS v. DUTHIE

Civil Action No. 17762-NC.

765 A.2d 1274 (2000)

Robert L. KOHLS and Louise A. Kohls, Plaintiffs, v. Angus M. DUTHIE, Mark D. Lerdal, Gerald R. Alderson, Charles Christenson, Gerald R. Morgan, Jr., Michael D. Winn, and Kenetech Corporation, Defendants.

Court of Chancery of Delaware.

Decided: December 11, 2000.


Attorney(s) appearing for the Case

Edward M. McNally, Esquire (argued), James W. Semple, Esquire, and Stephanie M. Tarabicos, Esquire, Morris, James, Hitchens & Williams LLP, Wilmington, Delaware, Attorneys for Plaintiffs.

Charles F. Richards, Jr., Esquire (argued), Raymond J. DiCamillo, Esquire and J. Travis Laster, Esquire, Richards, Layton & Finger, Wilmington, Delaware, Attorneys for Defendants.

Todd C. Schiltz, Esquire, Wolf, Block, Schorr & Solis-Cohen, LLP, Wilmington, Delaware, Attorneys for Nominal Defendant.


MEMORANDUM OPINION

LAMB, Vice Chancellor.

I. INTRODUCTION

This is an application for a preliminary injunction against a management buy-out transaction being sponsored by a third-party venture capital fund. The corporation's CEO, who owns 35 percent of the common stock, has agreed to participate in the buyout by contributing his shares to the purchaser in exchange for a portion of its equity. The transaction was negotiated by a Special Committee...

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