Court of Chancery of Delaware

In a stockholder's suit for breach of fiduciary duty in connection with a freeze-out merger accomplished under Florida law, defendants' motion to dismiss the complaint for failure to state a claim upon which relief can be granted is denied where the complaint adequately alleged that the defendants violated their duty of disclosure despite technical compliance with the statutory notice period by a four-business-day notice of the merger given to the minority.

Appellate Information

• Decided 10/12/2006
• Published 10/23/2006

Judges

Court

• Court of Chancery of Delaware

Counsel

• For Appellant:
  
• Ronald A. Brown, Jr., Prickett, Jones & Elliott, P.A., Wilmington, DE, for the Plaintiff.


• For Appellees:
  
• Michael R. Laskowski, Matt Neiderman, Duane Morris, LLP, Wilmington, DE;  Stewart D. Aaron, Veronica E. Rendon, J. Alex Brophy, Arnold & Porter, LLP, New York City, for the Defendants.