David J. Greene & Co. v. Dunhill International, Inc.

DUFFY, Chancellor:

Plaintiffs collectively own 30,685 shares of defendant A. G. Spalding & Bros., Inc., a Delaware corporation (“Spalding”); they seek an injunction prohibiting the consummation of a proposed merger between Spalding and Dunhill International, Inc., a Delaware corporation (“Dunhill”), in which the latter will be the surviving corporation. Dunhill owns 80.3% of Spalding’s stock. Plaintiffs contend that the terms of the merger are grossly unfair and inequitable to Spalding’s minority stockholders. This is the decision on the motion for a preliminary injunction.

A

Spalding is a name…