Porges v. Vadsco Sales Corp.

Pearson, Vice-Chancellor:

The proposed merger of defendant and its wholly owned subsidiary is designed to bring about a recapitalization of defendant. The questions here concern the relative changes in the rights of the holders of defendant’s two classes of stock; preferred and common. Complainant charges that the changes are so unfair and inequitable to the preferred stockholders that the consummation of the merger should be enjoined.

*129Defendant has outstanding (or issuable for capital stock of predecessor companies) 21,160 shares of preferred stock, and 1,015,913 shares of common stock. The…