Parnes v. Bally Entertainment Corp.

BERGER, Justice:

This is an appeal from a decision dismissing a purported class action challenging the 1996 merger between Bally Entertainment Corporation and Hilton Hotels Corporation. The Court of Chancery decided that the complaint stated only a derivative claim — waste of corporate assets — and that appellant, a former Bally stockholder, lost standing to assert that claim after the merger was accomplished. We read the complaint differently and hold that it adequately alleges a direct, or individual, claim attacking the fairness of the merger. As a result, the merger did not deprive…