Eckmar Corp. v. Malchin

DUFFY, Chancellor:

The issue before the Court is whether or not defendant should be ordered to return to plaintiff 52.5 shares of its preferred stock.

A

On August 8, 1969 Eckmar Corp., a Delaware corporation (plaintiff) and its whol ly-owned subsidiary, Eckmar Career Corporation (ECC), entered into agreements with Career Originals, Inc., and its Stockholders. Briefly, the agreements provided for the merger of Career into ECC and the exchange by the Stockholders of their shares for Eckmar Series A Preferred Stock which was created solely for the acquisition. The agreements are quite complex, with…