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Barbieri v. Swing-N-Slide Corp.

Delaware Court of Chancery
1997 Del. Ch. LEXIS 9 (Jan. 29, 1997)


Facts

Mueller and other officers (defendants) of Swing-N-Slide Corp. (SNS) (defendant) formed a limited liability company (LLC) called Greengrass Management, LLC (Management) (defendant) apparently for the sole purpose of making a tender offer to SNS. Management formed a general partnership called Greengrass Holdings (Holdings) (defendant) with another LLC called Greengrass Capital (Capital) made up of members unaffiliated with SNS. Holdings and SNS entered into a two-step tender offer agreement that would allow Holdings to purchase a majority stake in SNS. Mueller was president, chief executive, and director of SNS at the time of the transaction. Barbieri (plaintiff) filed suit to challenge the tender offer. The amended complaint added Holdings and Management as defendants and charged them with breach of fiduciary duty and equitable fraud. Holdings and Management moved to dismiss those claims. 

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Issue

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Holding and Reasoning (Steele, J)

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  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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