Harman v. Masoneilan International, Inc.

HORSEY, Justice, with DUFFY, Justice,

joining: **

This appeal from our Court of Chancery raises an issue not explicitly addressed by this Court in Sterling v. Mayflower Hotel Corp., Del.Supr., 93 A.2d 107 (1952) and its progeny. Specifically, the issue is whether a complaint alleging breach of fiduciary duty by a majority shareholder in approving a merger allegedly fraudulent to the minority states a cause of action cognizable in equity when monetary relief is the only practicable remedy available and when defendants establish that the minority shareholders have themselves overwhelmingly…