Sealy Mattress Co. of New Jersey v. Sealy, Inc.

OPINION

JACOBS, Vice-Chancellor.

This individual and derivative action was filed by minority stockholders of Sealy, Incorporated (“Sealy”), a Delaware corporation, on February 13, 1987, to enjoin a proposed cash-out merger of Sealy into a wholly-owned subsidiary of Ohio-Sealy Mattress Manufacturing Company (“Ohio-Sealy”), Sealy’s majority stockholder. Sealy is one of the nation’s leading manufacturers and distributors of bedding products, and is over 93% owned by Ohio-Sealy. The plaintiffs, who collectively own the remaining 6.1% of Sealy’s stock, are its sole minority stockholders. 1 Under the…