Abelow v. Midstates Oil Corp.

Southerland, Chief Justice:

Plaintiffs below, then stockholders of Midstates Oil Corporation, sued to enjoin a proposed sale of Mid-states’ assets to its majority stockholder, Middle States Petroleum Corporation. Injunctive relief was denied, and subsequently the suit proceeded as a non-derivative class suit to enforce an individual right. After trial the Vice Chancellor ruled for the defendants on the merits and dismissed the amended complaint. Plaintiffs appeal.

*146The facts are these:

At the times here important Midstates was a nonintegrated producing oil company. Ninety-six per cent of its…