Tanzer v. International General Industries, Inc.

DUFFY, Justice:

In Singer v. Magnavox Company et al., Del.Supr., 380 A.2d 969 (1977), we held that a merger of a Delaware corporation caused by a majority stockholder solely for the purpose of cashing-out minority stockholders is a violation of a fiduciary duty owed by the former to the latter. We reserved for another day the question of whether a merger made primarily to advance the business purpose of the majority stockholder is a violation of that duty. That question is now ready for decision in this appeal.

I

Briefly, the facts are these:

Plaintiffs are stockholders of Kliklok Corporation…