Levien v. Sinclair Oil Corporation

DUFFY, Chancellor:

This is a derivative action brought by Francis S. Levien, a stockholder of Sinclair Venezuelan Oil Company, a Delaware corporation (“Venezuelan”) against Sinclair Oil Corporation, a New York corporation (“Sinclair”). This is the decision after trial limited to the liability issue. 1

I

Sinclair owns about 97% of Venezuelan’s issued and outstanding stock. The remainder, totaling some 120,000 shares, is publicly held and traded on the American Stock Exchange. Levien owns about 3,000 of those shares which he bought on April 19, 1960.

Venezuelan was incorporated in 1922 and since…