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Moran v. Household Int'l, Inc.

Supreme Court of Delaware
500 A.2d 1346 (1985)


Facts

The board of directors (defendants) of Household International, Inc. (Household) (defendant) adopted a shareholder rights plan. Under the plan, if a single entity made a tender offer for at least 30 percent of Household’s shares or acquired at least 20 percent of Household’s shares, Household’s existing stockholders would have the right to buy that entity’s shares at half price, following the entity’s acquisition of the shares. The plan was adopted as a defense against future hostile takeovers. Moran (plaintiff) was one of two directors who voted against the plan. Moran was also the chairman of the Dyson-Kissner-Moran Corporation (DKM) (plaintiff), which was the single largest stockholder of Household and had considered a buyout of Household. Moran and DKM (Moran) sued Household and its directors. The court of chancery ruled in the defendants’ favor. Moran appealed.

Rule of Law

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Issue

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Holding and Reasoning (McNeilly, 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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