Stemerman v. Ackerman

Short, Vice Chancellor:

This is a stockholder’s derivative action in which plaintiff challenges the validity of certain stock options granted to defendants Shepherd and Haggerty, officers and employees of the corporate defendant, Texas Instruments Incorporated. The ground of the attack is that the options were granted in violation of the corporation’s Stock Option Plan.

Plaintiff is the owner of 15 shares of common stock of Texas Instruments. The individual defendants are the members of the board of directors of Texas Instruments, Shepherd, its Executive Vice-President, and Agnich, a former…