Rothschild International Corp. v. Liggett Group, Inc.

474 A.2d 133 (1984)

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Rothschild International Corp. v. Liggett Group, Inc.

Delaware Supreme Court
474 A.2d 133 (1984)

Facts

The charter of Liggett Group, Inc. (Liggett) (defendant) entitled holders of the company’s preferred stock (the preferred stockholders) (plaintiffs) to $100 per share as part of their liquidation preference. Liggett underwent a combined tender-offer and cash-out merger with Grand Metropolitan Limited in which Liggett retained its corporate identity under new ownership. As part of the transaction, shares of the preferred stock were either tendered or cashed out at $70 per share. The preferred stockholders, including Rothschild International Corp., brought suit in the Delaware Court of Chancery, claiming breach of contract and breach of a fiduciary duty based on the $30 difference between the tender-offer and cash-out values. The court granted summary judgment for Liggett. The preferred stockholders appealed. The Delaware Supreme Court granted certiorari.

Rule of Law

Issue

Holding and Reasoning (Horsey, J.)

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