Citron v. E.I. Du Pont De Nemours & Co.

OPINION

JACOBS, Vice Chancellor.

This class action was commenced on July 9, 1980 by a Remington Arms Company (“Remington”) shareholder, challenging the merger of Remington into E.I. DuPont de Nemours & Co. (“DuPont”) on February 1, 1980. At the time of the merger, DuPont owned 69.54% of Remington’s common stock and 99.8% of its preferred stock. In addition to DuPont and Remington, the plaintiff named as defendants the directors of Remington at the time of the merger. Three of those directors, Robert W. Dixon, Frederick B. Silliman, 1 and Alexander L. Stott, served as a committee of Remington’s…