Hatleigh Corp. v. Lane Bryant, Inc.
Delaware Court of Chancery
428 A.2d 350 (1981)
- Written by Sharon Feldman, JD
Facts
Hatleigh Corporation (plaintiff) owned stock of Lane Bryant, Inc. (Lane) (defendant). Hatleigh filed a demand for a list of stockholders. The Delaware Court of Chancery denied the request because Hatleigh did not state it intended to seek proxies, Hatleigh had not formed an intention to seek proxies, and Hatleigh’s other stated purposes were improper. Hatleigh filed a second demand three months later, stating one purpose was to solicit proxies for the next stockholders’ meeting in connection with electing board members. Lane resisted, claiming the demand was premature and for a purpose other than to solicit proxies. There was trial testimony that Hatleigh’s failure to achieve a compromise with Lane caused it to form an intention to solicit proxies. Lane argued that Hatleigh’s decision to solicit proxies was made shortly after the court denied the first demand and after Hatleigh was advised it would have to solicit proxies to obtain the stockholder list, a proxy-soliciting firm was retained just two days before the trial date, and the next stockholders’ meeting was not for another six months.
Rule of Law
Issue
Holding and Reasoning (Hartnett, J.)
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