Gabelli & Co. v. Liggett Group, Inc.

HERRMANN, Chief Justice:

This appeal from the Court of Chancery involves a class action brought by a minority stockholder to compel the payment of a dividend on the theory that the majority stockholder breached its fiduciary duty to the minority stockholders by causing the corporation to refrain from declaring the dividend solely for the purpose of enabling the majority stockholder to obtain the dividend funds for itself after a merger of the corporation with a wholly-owned subsidiary of the majority stockholder and a cash-out of the minority stockholders. The Court of Chancery granted summary…