(Download) "Nottingham Partners and Deerfield Partners" by Supreme Court of Delaware * Book PDF Kindle ePub Free
eBook details
- Title: Nottingham Partners and Deerfield Partners
- Author : Supreme Court of Delaware
- Release Date : January 29, 1989
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 87 KB
Description
This is an appeal from an order of the Court of Chancery, in and for New Castle County, approving an Agreement of Compromise
and Settlement ("Settlement") in Dana v. Trans-Lux Corp. (the "Dana action"). The plaintiff-appellee, George W. Dana ("Dana"),
filed an individual, class and derivative action on March 23, 1988. Dana's complaint against the defendant-appellee, Trans-Lux
Corporation and the individual director defendants (collectively "Trans-Lux"), challenged, inter alia, a recapitalization
plan to create a supervoting Class B Stock with a subsequent exchange-offer (the "Class B Recapitalization Plan") and certain
related amendments to the Trans-Lux certificate of incorporation (the "Certificate Amendments"). The Dana action alleged that
Trans-Lux's Board of Directors had engaged in an illegal scheme to keep control of the corporation, i.e., entrenchment. The
Dana action further alleged that Trans-Lux had made misleading and incomplete disclosures in the March 27, 1986 Proxy Statement
("Proxy Statement") which outlined the Class B Recapitalization Plan and the Certificate Amendments for the Trans-Lux stockholders. The appellants are Nottingham Partners and Deerfield Partners (collectively "Nottingham"), both Massachusetts limited partnerships
and holders of record, respectively, of 31,090 and 21,286 shares of Class B Trans-Lux stock and 29,911 and 14,337 shares of
Trans-Lux common stock. The appellants are also plaintiffs in an action pending in the United States District Court for the
District of Massachusetts, Nottingham Partners and Deerfield Partners v. Trans-Lux Corp., C.A. No. 88-0591-Z (the "Nottingham
action"). 1 The Nottingham action, which is not a class action, was filed on March 10, 1988. It also challenged the Class
B Recapitalization plan and Certificate Amendments on the basis of nondisclosure, seeking money damages under Federal Securities
Law for a fraudulent and misleading proxy solicitation.
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