Gimbel v. Signal Companies, Inc.
Delaware Court of Chancery
316 A.2d 599 (1974)
- Written by Katherine Li, JD
Facts
Signal Companies, Inc. (Signal) (defendant) was incorporated as an oil business. Signal then became a conglomerate that engaged in a variety of industries. Signal transferred its oil and gas business to its wholly owned subsidiary, Signal Gas & Oil Co. (Signal Oil). Signal’s operation involved constant acquisition and disposal of corporate branches. Signal’s board of directors approved a proposal to sell Signal Oil to Burmah Oil Inc. (Burmah). Signal’s books showed that Signal Oil represented 26 percent of Signal’s total assets, 41 percent of its net worth, and 15 percent of Signal’s revenues and earnings. Louis Gimbel (plaintiff), a Signal shareholder, sought a preliminary injunction to prevent the sale. Gimbel alleged that the approval by the Signal board was insufficient and that majority shareholder approval was necessary to authorize the sale, because it accounted for all or substantially all of Signal’s assets.
Rule of Law
Issue
Holding and Reasoning (Quillen, J.)
What to do next…
Here's why 824,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 46,400 briefs, keyed to 989 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.