[DOWNLOAD] "Tri-Star Pictures Inc. Litigation" by Supreme Court of Delaware ~ eBook PDF Kindle ePub Free
eBook details
- Title: Tri-Star Pictures Inc. Litigation
- Author : Supreme Court of Delaware
- Release Date : January 24, 1993
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 77 KB
Description
MOORE, Justice. In this class action the plaintiffs are former minority stockholders of Tri-Star Pictures, Inc. ("Tri-Star" or the "Company")
who challenge a business combination between Tri- Star and the Entertainment Business Sector of the Coca-Cola Company (the
"Combination"). The Combination, with its related transactions and surrounding facts, is complicated and convoluted -- sufficient
to daunt any but the most determined analyst or challenger. Shorn of its bristles and fuzz, however, it was the way Coca-Cola,
at no significant cost to itself, obtained 80% ownership of Tri-Star. The Court of Chancery dismissed most of plaintiffs'
claims as moot because a subsequent merger between Sony USA, Inc. ("Sony") and Tri-Star extinguished plaintiffs' standing
to maintain a derivative suit. The defendants were granted summary judgment on plaintiffs' remaining claims because of a failure
to adduce sufficient evidence of individual damage arising from the defendants' alleged nondisclosures. Our Disposition of
these issues is basically determined by this Court's recent decision in Cede & Co. & Cinerama, Inc. v. Technicolor,
Inc., Del. Supr., No. 336, 1991, slip op. (Nov. 1, 1993) (Horsey, J.), and our earlier decision of Weinberger v. UOP, Del.
Supr., 457 A.2d 701 (1983). 1 We find that the plaintiffs alleged sufficient individual injury resulting from the defendants'
asserted manipulation of the Combination so as to dilute the cash value and impinge upon the voting rights of the minority's
shares. Plaintiffs' claims clearly survive a motion to dismiss under Chancery Court Rule 12(b)(6). Such conduct, taken as
true for present purposes, is a breach of the duty of loyalty requiring that the defendants' actions be Judged by principles
of entire fairness. Since this shifts the burden to the defendants to prove the "most scrupulous inherent fairness of the
bargain", Weinberger, 457 A.2d at 710, there is no requirement that plaintiffs prove damages to survive a motion to dismiss.
Accordingly, the trial court's dismissal of Counts I, II, V and VII of plaintiffs' Amended Complaint are reversed. The dismissal
of Count III of plaintiffs' Amended Complaint on grounds of mootness is affirmed.