Pennwalt Corp. v. Centaur Partners

OPINION

GAWTHROP, District Judge.

At issue is the validity of a solicitation for a shareholders’ meeting, drafted by Centaur Partners and Trio Acquisition Corporation (Centaur) to shareholders of Penn-walt Corporation (Pennwalt). The solicitation states, in pertinent part, that if the person executing it is deemed a member of a “Controlling group” within the meaning of Section 910 of the Pennsylvania Business Corporation Law (PCBL), Pa.Legis. Serv. 160-64 (May, 1988), “this Demand of Meeting shall be null, void, and of no effect.” Pennwalt has filed the instant motions for a temporary…