Gabelli & Co., Inc. Profit Sharing Plan v. Liggett Group, Inc.

HARNETT, Vice Chancellor.

Defendants-Liggett Group, Inc. (“Lig-gett”) and GM Sub Corporation (“GM Sub”) moved to dismiss this action claiming that the complaint fails to state a claim upon which relief may be granted. The gravamen of the suit is whether, under the circumstances, a minority stockholder of a subsidiary corporation — faced with being cashed out by a merger orchestrated by the majority stockholder — -may compel payment of a dividend where he alleges breach of fiduciary duty by the parent corporation. For the reasons set forth, I hold that the complaint does not now state a cause…