Solomon v. Pathe Communications Corp.

HARTNETT, Justice.

In this appeal, we affirm the dismissal of this action by the Court of Chancery which held that the complaint fails to state a claim upon which relief can be granted.

I

The suit dismissed is a putative shareholder class action that challenges the fairness of a tender offer made by Credit Lyonnais Ban-que Nederland N.V. (“CLBN”) to purchase 5.9 million shares of the publicly traded common stock of Pathe Communications Corporation (“Pathe”). The tender offer was proposed in conjunction with CLBN’s planned foreclosure on a security interest it held. The Plaintiff-Appellant,…