Berlin v. Emerald Partners

HOLLAND, Justice,

for the majority.

Emerald Partners (“Emerald”), a New Jersey limited partnership, brought this action in the Court of Chancery on March 1, 1988. The defendants are May Petroleum, Inc. (“May”), a Delaware corporation; its three outside directors, David L. Florence, Rex A. Sebastion, and Theodore H. Strauss; and its two inside directors, Craig Hall and Ronald P. Berlin (collectively, “the May Board”). Emerald originally brought this suit individually, and subsequently amended its complaint to allege class and derivative claims.

Emerald sought to enjoin the consummation of a…