Rothschild International Corp. v. Liggett Group Inc.

HORSEY, Justice.

This appeal is from a summary judgment Order of the Court of Chancery dismissing a purported class action filed by the owners of 7% cumulative preferred stock in Lig-gett Group, Inc. (“Liggett”), a Delaware corporation. The suit arises out of a combined tender offer and reverse cash-out merger whereby the interests of the 7% preferred shareholders were eliminated for a price of $70 per share, an amount $30 below the liquidation preference stated in Liggett’s certificate of incorporation. Plaintiff-appellant asserts claims for breach of contract and breach of fiduciary duty…