Cede & Co. v. Technicolor, Inc.

542 A.2d 1182 (1988)

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Cede & Co. v. Technicolor, Inc.

Delaware Supreme Court
542 A.2d 1182 (1988)

SC

Facts

Technicolor, Inc. (defendant) agreed to a cash-out merger of its minority shareholders. Cinerama, Inc. (plaintiff) was a minority shareholder. Cinerama invoked its appraisal right, instituting an appraisal action in the Delaware Court of Chancery. Subsequently, Cinerama sued Technicolor, Inc., certain members of Technicolor’s board of directors, and MacAndrews & Forbes Group Inc., which orchestrated the merger (collectively, Technicolor) (defendants), for fraud. Technicolor moved to dismiss the fraud complaint. The court denied the motion and ruled that Cinerama could pursue both its appraisal action and its fraud action during discovery but would have to choose one claim for trial and abandon the other. Both parties filed interlocutory appeals.

Rule of Law

Issue

Holding and Reasoning (Horsey, J.)

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