Field v. Carlisle Corp.

Seitz, Vice Chancellor:

Plaintiff is a stockholder of defendant Carlisle Corporation. By this action plaintiff seeks to prevent the defendant from issuing an undetermined number of its shares of common stock in exchange for shares of capital stock of another corporation known as Dart Truck Company (hereinafter called “Dart”).

From 1944 until December 27, 1948, defendant was a wholly owned subsidiary of the Pharis Tire and Rubber Company (hereinafter called “Pharis”). In October 1948 Pharis voted to liquidate, and in connection with such liquidation, which was made on January 10, 1949,…