(DOWNLOAD) "John A. Moran and Dyson-Kissner-Moran" by New Castle Court of Chancery of Delaware ~ Book PDF Kindle ePub Free
eBook details
- Title: John A. Moran and Dyson-Kissner-Moran
- Author : New Castle Court of Chancery of Delaware
- Release Date : January 29, 1985
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 89 KB
Description
This action brought individually and derivatively by certain shareholders of Household International, Inc. (Household) seeks to invalidate a preferred stock rights dividend plan (the Rights Plan) adopted by a majority of Household's Board of Directors on August 14, 1984. The original plaintiffs are John A. Moran, a Household director who voted against the Rights Plan and the company of which he is Chairman, Dyson-Kissner-Moran Corporation (D-K-M) the largest single shareholder of Household. On the eve of trial, Gretl Golter, the holder of 500 shares of Household was permitted to intervene as an additional plaintiff. In addition to Household, all its directors other than Moran and John C. Whitehead, who also voted against adoption of the Rights Plan, and Raymond C. Tower have been named defendants. Although the defendants filed a motion to dismiss the Complaint on a variety of grounds, it was agreed that it was in the interest of all concerned to expedite discovery and trial while preserving defendants' right to pursue their motion post-trial. After nine days of trial and post-trial briefing this is the decision thereon. Plaintiffs contend that the Rights Plan, which has resulted in the issuance of what they call a poison pill preferred, abridges fundamental rights of stock ownership by restricting the alienability and marketability of Household shares and severely limits the ability of shareholders to engage in proxy contests. Household maintains that the Rights Plan provides a drastic but highly effective deterrent device designed to prevent hostile, bust-up takeovers, for the protection of both the corporation and its shareholders. This case represents the first judicial testing of the latest defensive mechanism in the arsenal of corporate takeover weaponry.