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eBook details

• Title: Edith Citron v. Fairchild Camera and
• Author : Supreme Court of Delaware
• Release Date : January 22, 1989
• Genre: Law,Books,Professional & Technical,
• Pages : * pages
• Size : 64 KB

Description

Plaintiff appeals from the Court of Chancery's decision after trial granting final judgment for the defendants on all claims
for relief. Plaintiff, Edith Citron, brings a class action on behalf of all stockholders of Fairchild Camera and Instrument
Corporation ("Fairchild" a Delaware corporation, who sold their shares to Schlumberger (California) Inc. ("Schlumberger"),
a Delaware corporation, pursuant to a May 29, 1979 tender offer, or who had their shares converted into cash in the subsequent
merger of Schlumberger into Fairchild on September 28, 1979. The appearing defendants are Schlumberger, Fairchild and eight
of its nine directors as of May 4, 1979, one of Fairchild's directors not having been named as a defendant. 1 Citron asserts claims of wrongdoing by all of the defendants in Fairchild's acquisition by Schlumberger. Eight of Fairchild's
nine directors are charged with breach of their fiduciary duties of good faith and due care and with gross negligence in recommending
that Fairchild's shareholders accept Schlumberger's $66 all-cash, all-shares, fully funded tender offer over a proposal of
Gould, Inc. ("Gould"), an Illinois-based corporation. Gould's proposal consisted of a conditional two-tiered tender offer
of $70 cash for 42% of the company, with the remaining 58% of Fairchild's shares to be acquired at an unstated later date
in a share-for-share exchange of Fairchild common for a new issue of Gould preferred on terms to be later negotiated. Plaintiff
argues that both the bidding process and the board's final recommendation were tainted by the self-interest of one director,
its chairman. Plaintiff further contends that Schlumberger's offer to purchase was materially misleading and that the Chancellor
committed reversible error in rejecting plaintiff's challenge to the fairness of the merger. After a thorough review of the
record, we find no basis for reversal.

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