Rothschild International Corp. v. Liggett Group Inc.

BROWN, Chancellor.

This suit arises out of a combined tender offer and merger whereby GM Sub Corporation, an indirect, wholly-owned subsidiary of Grand Metropolitan Limited, a corporation of England, acquired all outstanding shares of the defendant Liggett Group, Inc., a Delaware corporation. GM Sub Corporation (“GM Sub”) was formed as a Delaware corporation for the purpose of carrying out this acquisition. At the time of the tender offer and merger the plaintiff Rothschild International Corporation (hereafter “Rothschild’") was the owner of 650 shares of the 7% Cumulative Preferred Stock of…