JOSEPH SIEGMAN, as Custodian for GREGORY SIEGMAN and MICHELLE SIEGMAN, Plaintiff, v. TRI-STAR PICTURES, INC., a Delaware Corporation, CPI FILM HOLDINGS, INC., a Delaware Corporation, THE COCA-COLA COMPANY, a Delaware Corporation, HOME BOX OFFICE, INC., a Delaware Corporation, VICTOR A. KAUFMAN, MARTIN J. FUCHS, DAVID A. MATALON, E. THAYER BIGALOW, JR., JOSEPH J. COLLINS, PATRICK M. WILLIAMSON, JUDD A. WEINBERG, IRA C. HERBERT, DAN W. LUFKIN, and FRANCIS T. VINCENT, JR., Defendants, 1989 Del. Ch. LEXIS 56

Summary

Plaintiff shareholders contested an action where defendant corporation took part in an acquisition of assets of a third-party corporation in exchange for stock shares. Plaintiffs argued that onset of the combination resulted in both the defendant and the third-party corporation breaching its fiduciary duties to the shareholders. In response, defendant moved for a dismissal on all counts. Defendant was awarded a dismissal by the chancery court on all counts except for the issue of whether the directors were "disinterested." The court held that plaintiffs presented enough evidentiary contentions that defendants may have accepted certain dividend provisions in granting the combination. Accordingly, defendant's motion to dismiss was denied in part.