Schott v. Climax Molybdenum Co.

Seitz, Chancellor:

Plaintiffs, stockholders of Climax Molybdenum Company (“Climax”), brought this action to procure a judgment that the merger and consolidation of Climax with American Metal Company Limited (“American”) is null and void. Both parties have moved for summary judgment and this is the decision thereon.

Plaintiffs first attack the merger on the ground that it was not approved by two-thirds of the outstanding common stock of Climax as required by statute. Although the merger was consummated on December 30, 1957, the parties took a long time to perfect the record.

Of the 2,580,000…