IN THE COURT OF CHANCERY OF THE STATE
IN AND FOR NEW CASTLE COUNTY
WILLIAM J. BYRNE, JR.,
JOSEPH T. BECHER, and
GEORGE FRANK,. on behalf of ,'-. -_.. _
. _. _
PACE AMERICAN GROUP, INC.,
;
Plaintiffs,
,'
V . Civil Action No. 14040
;
HARTLEY LORD, RONALD G.
ALLER, PAUL OPPENHEIMER, ;
MAURICIO MADERO and
PACE AMERICAN GROUP, INC., ; _ i
Defendants. 1)
WILLIAM J. BYRNE, JR.,
JOSEPH T. BECHER, and
GEORGE FRANK,
Plaintiffs, I :
V . i Civil Action No. 14215
PACE AMERICAN GROUP, INC., ;
Defendant.
MEMORANDUM OPINION
Dafe.Submitted: October.27, 1995
Date Decided: November 9, 1995
Norman M. Monhaitj Esquire, of ROSENTHAL, MONHAIT, GROSS & GODDESS,
P.A., Wilmington, Delaware; OF COUNSEX.,: Jonathan M. Plasse,
Esquire, Joel Negrin, Esquire, and James M. Strauss, Esquire, of
GOODKIND, LAl3ATON, RUDOFF & SUCHAROW UP, New York, New York,
Attorneys for Plaintiffs.
Grover C. Brown, Esquire, of MORRIS, JAMES, HITCHENS & WILLIAMS,
Wilmington, Delaware, Attorney for Defendants,
CHANDLER, Vice Chancellor
SNIPPETS:
WILLIAM J. BYRNE, JR.,
JOSEPH T. BECHER, and
Esquire, Joel Negrin, Esquire, and James M. Strauss, Esquire, of GOODKIND, LAl3ATON, RUDOFF &
shareholders of Pace American Group,
They also are members of a shareholder's committee which they formed to solicit
former directors of Pace.
Plaintiffs argue that they are not required by Court of Chancery
Plaintiffs allege that Defendants have breached their fiduciary
board of directors stock options to purchase shares of Pace at
recognize any shares issued in connection with the option plan.
Before me now are cross-motions for summary judgment.
Plaintiffs' request that the Court order an annual shareholder's meeting pursuant to 8 Del.
After accepting membership on Pace's board,, Aller and Lord also accepted membership on ABC's
Defendant Madero had been a member of
options and purchased 4,600,OOO Option Shares at the current bid
Delaware law, presumably 8 Del.
shareholders meeting pursuant to 8 Del.
When a plaintiff establishes that the transaction in question
interested directors have the burden of demonstrating that the plan meets the two-prong test.
As to the Benefit Prong, Delaware law does not require the
options for six months thereafter impaled the plan upon the prong of failure to provide
In Olson Brothers, Vice Chancellor Short
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