IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ROBERT BARBIERI,
; C.A. No. 14239
Plaintiff, ))
v.
1
SWING-N-SLIDE CORP., a Delaware j
corporation; THOMAS R. BAER )
RICHARD G. MUELLER, >
ANDREW W. CODE, JAMES M. >
DODSON, PETER M. GOTSCH,
TERENCE S. MALONE, HENRY B. i
PEARSALL. BRIAN P. SIMMONS, )
GREENGRASS HOLDINGS and >
GREENGRASS MANAGEMENT, LLC, j1
Defendants. >
Submitted: September 24, 1996
Decided: January 29, 1997
MEMORANDUM OPINION
Michael Hanrahan and Elizabeth M. McGeever of PRICKETT, JONES,
ELLIOTT, KRISTOL & SCHNEE, Dover, DE 19901; OF COUNSEL: Terry
Rose Saunders, Chicago, IL; Joseph F. Devereux, Jr. of DElJEREUX,
MURPHY, STRILER & BRICKEY, L.L.C. of St. Louis, MO; Kevin J. Richter
of MATHIS MARIFIAN RICHTER & GRANDY, LTD. of Belleville, IL.
Attorneys for Plaintiff.
Gregory P. Williams and Robert J. Stearn, Jr. of RICHARDS, LAYTON &
FINGER of Wilmington, DE; John S. Skilton of FOLEY & LARDNER, Madison,
WI; Douglas M. Hagerman and Michael J. Aprahamian of FOLEY & LARDNER,
Milwaukee, WI. Attorneys for Defendants GreenGrass Holdings and GreenGrass
Management, LLC.
STEELE, V.C.
I. Issue Presented
A director and severai officers of a corporation form. a limited liability
company to act as one of two general partners in a general partnership that then
makes a tender offer for the corporation. The issue here presented is whether a
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
SWING-N-SLIDE CORP., a Delaware j
Attorneys for Defendants GreenGrass Holdings and GreenGrass Management,
A director and severai officers of a corporation form.
company to act as one of two general partners in a general partnership that then
makes a tender offer for the corporation.
liability company and/or the general partnership by shareholders of the
formed and controlled by fiduciaries for the purpose of engaging in a transaction
supplemented his complaint,
' Because this is a motion to dismiss, the facts are drawn from the allegations of plaintiffs
See Grobow V. Perot, Del.
' A more thorough recitation of the background facts and description of the self-tender
breach of fiduciary duty and equitable fraud claims asserted against them in the
Management are based upon a transaction agreement between SNS and Holdings.
$4.80 per share basis in the event of a change of control at SNS.
' Plaintiff agrees the facts pleaded in its supplemental and amended complaint are
"organized by defendant Mueller and other members of Swing-N-Slide's senior managementn5 At
Management and Greengrass owe fiduciary duties to the Swing-N-Slide
Management owe fiduciary obligations to SNS and its shareholders.
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