WINSHALL v. VIACOM INTERN. INC.

No. 39, 2013.

76 A.3d 808 (2013)

Walter A. WINSHALL, in his capacity as the Stockholders' Representative, Plaintiff Below, Appellant, Cross Appellee, v. VIACOM INTERNATIONAL INC., and Harmonix Music Systems, Inc., Defendants Below, Appellees, Cross Appellants.

Supreme Court of Delaware.

Decided: October 7, 2013.

Corrected: October 8, 2013.


Attorney(s) appearing for the Case

Gregory V. Varallo, Esquire , Scott W. Perkins, Esquire , and Robert L. Burns, Esquire , Richards, Layton & Finger, P.A., Wilmington, Delaware; William B. Chandler, III, Esquire and Ian R. Liston, Esquire , Wilson Sonsini Goodrich & Rosati, Georgetown, Delaware; Of Counsel: Shawn J. Rabin, Esquire (argued) and Neal S. Manne, Esquire , Susman Godfrey LLP, New York, New York; and David M. Schiffman, Esquire (argued), Linton J. Childs, Esquire , Sidley Austin LLP, Chicago, Illinois, for Appellant, Cross Appellee.

Stephen P. Lamb, Esquire , Paul, Weiss, Rifkind, Wharton & Garrison LLP, Wilmington, Delaware; Of Counsel: Leslie G. Fagen, Esquire , Daniel J. Leffell, Esquire , Robert A. Atkins, Esquire (argued), and Steven C. Herzog, Esquire , Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York, for Appellees, Cross Appellants.

Before STEELE, Chief Justice, BERGER, JACOBS, and, RIDGELY, Justices, and VAUGHN, President Judge, constituting the Court en Banc.


JACOBS, Justice:

Pending before us are cross-appeals from a judgment of the Court of Chancery in an action brought by Walter A. Winshall ("Winshall"), as representative of the former stockholders (the "Selling Shareholders") of Harmonix Music Systems, Inc. ("Harmonix"). The dispute arose out of a merger in 2006 (the "Merger"), wherein Harmonix was acquired by Viacom International, Inc. ("Viacom"). For the reasons stated in its opinions issued on November 10, 2011...

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