Heilbrunn v. Sun Chemical Corp.

Southerland, Chief Justice:

This suit is brought by stockholders of Sun Chemical Corporation, a Delaware corporation, against Ansbacher-Siegle Corporation, a New York corporation, and Norman E. Alexander, President of Sun and owner of Ansbacher. Plaintiffs attack the validity of the purchase by Sun of all the assets of Ansbacher. The complaint states two grounds or causes of action: (1) that the transaction constituted a de jacto merger and is unlawful since the merger provisions of the Delaware law were not complied with; and (2) that the transaction “was tainted with self-interest,” i. e.,…