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Solomon v. Pathe Communications Corp.

Supreme Court of Delaware
672 A.2d 35 (Del. 1996)


Facts

Credit Lyonnais Banque Nederland NV (CLBN) controlled 89.5 percent of the voting stock of Pathe Communications Corp. (Pathe) (defendant). CLBN made a tender offer for the remaining shares. Pathe created a special committee to review the offer. The committee supported the offer. John Solomon (plaintiff), a minority Pathe shareholder, brought suit in the Delaware Court of Chancery, claiming that the Pathe directors improperly supported the tender offer. Solomon claimed that the offer price was inadequate and that the offer was coercive. Pathe filed a motion to dismiss for failure to state a claim on which relief can be granted. The trial court granted the motion. Solomon appealed.

Rule of Law

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Issue

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Holding and Reasoning (Hartnett, 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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