Warner Communications Inc. v. Chris-Craft Industries, Inc.

OPINION

ALLEN, Chancellor.

Pending is a motion for judgment on the pleadings. Plaintiffs seek a determination that the related holders of Warner Communications Inc.’s Series B Variable Rate Cumulative Convertible Preferred stock (“Series B Preferred”) are not entitled to a class vote upon a proposed merger among Warner, its controlling shareholder Time Incorporated (now renamed Time Warner Inc.) and TW Sub Inc., a wholly owned subsidiary of Time Warner.

Plaintiffs in this declaratory judgment action are the parties proposing the merger —Warner, Time and TW Sub, all of which are Delaware…