Derdiger v. Tallman

OPINION

CHANDLER, Chancellor.

Plaintiff Howard Derdiger, a former stockholder of Access Health, Inc. (“Access” or the “Company”), purports to bring this action on behalf of himself and all other former Access stockholders, excluding defendants and their affiliates, who were entitled to vote on the December 10, 1998 merger between Access and defendant HBO & Company (“HBOC”). The five individual defendants, Joseph P. Tall-man, John R. Durant, M.D., Kinney L. Johnson, Richard C. Miller, and Frank G. Washington, are former Access directors and constituted the Company’s entire board of directors…