Sterling v. Mayflower Hotel Corp.

Seitz, Chancellor:

Plaintiffs seek a preliminary injunction restraining the consummation of an agreement of merger between defendant corporations. They assert that the merger plan was not approved by a quorum of disinterested directors and that the terms of the agreement are both fraudulent and unfair to the so-called minority stockholders of the corporation to be merged.

*23Plaintiffs are certain minority stockholders of the defendant Mayflower Hotel Corporation (hereafter called “Mayflower”). At a directors’ meeting held March 6, 1952, Mayflower’s directors approved a plan whereby Mayflower was…