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SAMPLE v. MORGAN

C.A. No. 1214-N.

914 A.2d 647 (2007)

Gary L. SAMPLE, on behalf of himself and all persons similarly situated on Counts I, IV and V and on behalf of Nominal Defendant Randall Bearings, Inc., on Counts II and III, Plaintiff, v. Kent P. MORGAN, Jeffrey L. Hager, David L. Wierwille, Kenneth C. Harrod, Stephen M. Richmond, Defendants, and Randall Bearings, Inc., Nominal Defendant.

Court of Chancery of Delaware, New Castle County.

Decided: January 23, 2007.

Attorney(s) appearing for the Case

Pamela S. Tikellis, Robert J. Kriner, Jr., A. Zachary Naylor, Daniel J. Brown, Chimicles & Tikellis, LLP, Wilmington, DE, for Plaintiff.

Elizabeth A. Wilburn, James J. Merkins, Brian J. McTear, Blank Rome, LLP, Wilmington, DE; Grant S. Palmer, Blank Rome, LLP, Philadelphia, PA, for Defendants.

S. Mark Hurd, Samuel T. Hirzel, Morris, Nichols, Arsht & Tunnel, LLP, Wilmington, DE, for Nominal Defendant.

OPINION

STRINE, Vice Chancellor.

I. Introduction

Here is a quick summary of this case based on the well-pled facts in the complaint that are relevant to this motion to dismiss.

A board of directors sought approval from its stockholders for a certificate amendment (the "Charter Amendment") and a Management Stock Incentive Plan (the "Incentive Plan") that reduced the par value of the company stock from a dollar per share to a tenth...

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