Field v. Allyn

BROWN, Chancellor.

This is a decision after trial in a class action brought on behalf of the former minority shareholders of the Pittsburgh and Lake Erie Railroad Company, a Delaware corporation. The suit attacks both a tender offer and a subsequent cash-out merger whereby a newly-formed company, after purchasing a 92.6 per cent interest in the corporation from the previous owner of that interest, acquired, and thus eliminated, the remaining 7.4 per cent public minority interest. While the facts of the matter are predictably complex and involved, the end result which has given rise to the…