Kaufman v. Shoenberg

Seitz, Chancellor:

I am required to determine the validity of defendant corporation’s stock option plan.

*215Plaintiff, common stockholder, brought this action to enjoin the effectuation of defendant’s so-called Restricted Stock Option Plan for Key Employees. Defendant joined issue and this is the decision on final hearing.

A chronological narration of the facts will illume the issues to be resolved.

Defendant1 was incorporated on January 28, 1924 although its business history goes back to 1908. It is a corporation of institutional size, having about 19,000 stockholders, resources in excess of…