ALAN R. KAHN, as custodian for Amanda Kahn and Kimberly Kahn, Plaintiff Below, Appellant, v. LYNCH COMMUNICATION SYSTEMS, INC., COMPAGNIE GENERALE d'ELECTRICITE, ALCATEL, S.A., ALCATEL USA CORP., FRANK M. DRENDEL, RAYMOND HONO, FRANCOIS H. de LAAGE de MEUX, JOHN GAILEY and GILLES DuPAY-d'AGEAC, Defendants Below, Appellees., 638 A.2d 1110

Summary

Plaintiffs alleged that defendants breached their fiduciary duties to the shareholders in a merger transaction. Plaintiffs contended that the chancery court erred when it found that the tender offer and merger were negotiated by an independent committee and then placed the burden of persuasion on plaintiffs. Plaintiffs also alleged that the merger price was unfair and the controlling shareholder's offer to purchase the stock was false and misleading. The court held first held that defendant controlling shareholder did control the corporation. Further, the record did not support shifting burden to plaintiff. Thus, the burden of proving the entire fairness of the merger transaction remained on defendant controlling shareholder. The court reversed judgment and remanded for further proceedings.