Wittman v. Crooke

MURPHY, Chief Judge.

Janice Wittman, appellant, owns 300 shares of stock in the Baltimore Gas and Electric Company (BGE). 1 On September 25, 1995, BGE announced that it had entered into a merger agreement with the Potomac Electric Power Company (PEP-CO). In the Circuit Court for Baltimore County on that same day, appellant filed a complaint against BGE’s board of directors, appellees, alleging that they had breached their duty of care and their duty of loyalty by approving the merger with PEPCO. Appellant’s claims were based on the theory that, since each director stood a chance of being named…