Graphic Scanning Corp. v. Yampol

MEMORANDUM OPINION

FARNAN, District Judge.

Plaintiff, Mordecai Bluth, brought a shareholder derivative action against Graphic Scanning Corporation (“Graphic”) in June, 1982, in the Court of Chancery of the State of Delaware. Bluth’s suit alleged that Graphic’s directors had breached their fiduciary duty to Graphic. In the Spring of 1986, Graphic’s stockholders initiated a successful proxy contest that resulted in the removal of the majority of Graphic’s directors who were defendants to Bluth’s suit. The new directors of Graphic, with Bluth’s consent, decided to pursue Bluth’s claims against…