Martin Foundation, Inc. v. North American Rayon Corp.

Seitz, Vice Chancellor:

Plaintiffs attack—now at the preliminary injunction stage—the legality of a corporate resolution which, subject to stockholder approval, sells all of the corporate assets to another corporation. The stockholders’ meeting to vote on the proposed sale has been postponed pending a determination of the present application.

Plaintiffs are substantial stockholders of the defendant North American Rayon Corporation (hereinafter called “Rayon”), a Delaware corporation. The directors of Rayon acting pursuant to Section 65 of the General Corporation Law of Delaware, Rev.Code 1935,…