Supreme Court of Delaware

In an action wherein plaintiffs, former directors and officers of a corporation acquired by a stock-for-stock merger in 1999 who owned a 1994 stock option plan which preserved the option holders' "economic position" upon the happening of specified events including a merger, sought compensation for stock options which were cashed out in a 2004 merger, judgment below is remanded where: 1) in resolving the ambiguity of the term "economic position", the court below failed to address the difference between a cash-out merger and a stock-for-stock merger; 2) the court below did not fully address the significance of the "cash election" at issue here in deciding what the contracting parties intended by their use of the term "economic position"; and 3) the lower court should not have given any evidentiary weight to supposed admissions which did not relate to the interpretation of the 1994 stock option plan.

Appellate Information

• Decided 05/22/2008
• Published 06/02/2008

Judges

• STEELE, Chief Justice., Before STEELE, Chief Justice, HOLLAND, BERGER, JACOBS and RIDGELY, Justices, constituting the court en banc.

Court

• Supreme Court of Delaware

Counsel

• For Appellees:
  
• A. Gilchrist Sparks, III (argued) and John P. DiTomo, Morris Nichols Arsht & Tunell LLP, Wilmington;  Delaware;  Todd Schiltz, Wolf Block Schorr and Solis-Cohen LLP, Wilmington, Delaware for Defendant Below, Appellant AT & T Corp., Kevin Abrams and Nathan A. Cook, Abrams & Laster LLP, Wilmington, Delaware;  Miranda S. Schiller (argued), Weil, Gotshal & Manges LLP, New York, New York pro hac vice for plaintiffs/appellees/cross appellants.