Gottlieb v. Heyden Chemical Corp.

Seitz, Chancellor:

This is an action by a minority stockholder seeking to enjoin a restricted stock option plan adopted by the defendant corporation with the approval of a majority of stockholders. Plaintiff seeks also to have declared invalid an amendment to the certificate of incorporation divesting the stockholders of pre-emptive rights with respect to certain stock.

*233At a directors’ meeting held March 14, 1951 the defendant’s board of directors adopted a restricted stock option plan subject to ratification by the stockholders at the forthcoming annual meeting.

The board of directors at the…