Legal Opinion
Carmody v. Toll Bros., Inc.
Court of Chancery of Delaware
Decided August 4, 1998No. C.A. 15983PublishedCited by 35 opinions
1Opinion of the Court
OPINION
JACOBS, Vice Chancellor.
At issue on this Rule 12(b)(6) motion to dismiss is whether a most recent innovation in corporate antitakeover measures — the so-called “dead hand” poison pill rights plan — is subject to legal challenge on the basis that it violates the Delaware General Corporation Law and/or the-fiduciary duties of the board of directors who adopted the plan. As explained more fully below, a “dead hand” rights plan is one that cannot be redeemed except by the incumbent directors who adopted the plan or their designated successors. As discussed below, the Court finds that the…
2Cases cited21 opinions
- Aronson v. LewisSupreme Court of Delaware · 1984
- In Re Santa Fe Pacific Corp. Shareholder LitigationSupreme Court of Delaware · 1995
- Unocal Corp. v. Mesa Petroleum Co.Supreme Court of Delaware · 1985
- Paramount Communications Inc. v. QVC Network Inc.Supreme Court of Delaware · 1994
- Stroud v. GraceSupreme Court of Delaware · 1992
16 more not listed; retrieve them via the Exa API.
3Cited by35 opinions
- In re MFW Shareholders LitigationCourt of Chancery of Delaware · 2013
- Carsanaro v. Bloodhound Technologies, Inc.Court of Chancery of Delaware · 2013
- Airgas, Inc. v. Air Products & Chemicals, Inc.Supreme Court of Delaware · 2010
- Quickturn Design Systems, Inc. v. ShapiroSupreme Court of Delaware · 1998
- Omnicare, Inc. v. NCS Healthcare, Inc.Supreme Court of Delaware · 2003
30 more not listed; retrieve them via the Exa API.