C OURT OF C HANCERY
OF THE
S TATE OF D ELAWARE
00VER. DE
Joseph A. Rosenthal
ROSENTHAL, MONHAIT, GROSS & GODDESS
P. 0. Box 1070
WILMINGTON, DE 19899-1070
R. Franklin Balotti
RICHARDS, LAYTON & FINGER
P. 0. Box 551
WILMINGTON, DE 1989943551
Re: Taylor v. LSI Logic Coporation
C.A. No. 13915-NC
Submitted: June 16, 1995
Decided: June 19, 1995
Counsel:
Plaintiff, a public shareholder of IS1 Logic of Canada, Inc., ("IS1 Canada"), alleges the
defendant breached its fiduciary duties in connection with the proposed acquisition of LSI
Canada's publicly held shares. The defendant is IS1 Logic Corporation, a Delaware corporation
("LSI"). IS1 owns 55 % of the outstanding stock of IS1 Canada. IS1 Canada is not a party to
this litigation. In brief, plaintiff alleges an acquisition proposal by I.231 for the shares of IS1
Canada is coercive, a first step tender offer is woefully inadequate, IS1 Canada's independent
directors have concluded that LSI's offer does not reflect the fair market value of the publicly
owned shares and ILSI in its marketing arrangements with LSI Canada will impose new transfer
pricing arrangements which will intentionally reduce the profitability of IS1 Canada.
The plaintiff seeks a preliminary injunction to enjoin IS1 from proceeding with or
consummating the proposed acquisition of IS1 Canada's publicly held shares. The first step
tender offer is scheduled to close on July 6, 1995. Given the imminent action contemplated,
plaintiff requests that this Court expedite the proceedings Irequired in connection with the
plaintiff's application for injunctive relief. Although the plaintiffs original complaint was filed
in December, 1994, that complaint was based on an original offer superseded by a proposal put
forward by IS1 as recently as June 5, 1995.
Defendant LSI opposes plaintiff's motion requesting an order directing that the
proceedings be expedited. In brief, defendant asserts the plaintiff has failed to state a claim
under the law of'canada or Delaware, that in any event Canada's safeguards for minority
SNIPPETS:
Plaintiff, a public shareholder of IS1 Logic of Canada, Inc.,, alleges the defendant breached
The defendant is IS1 Logic Corporation, a Delaware corporation.
In brief, plaintiff alleges an acquisition proposal by I.231 for the shares of IS1 Canada is
The plaintiff seeks a preliminary injunction to enjoin IS1 from proceeding with or
plaintiff requests that this Court expedite the proceedings Irequired in connection with the
Although the plaintiffs original complaint was filed in December, 1994, that complaint was
For the reasons stated below, I conclude the plaintiff does not show a sufficient possibility
g powers to remedy wrongs against those aggrieved by a majority stockholder in a Canada corporation.
Chancellor Allen developed the most recent and relevant standard for this Court's focus on
C. Letter Op., the Chancellor articulated the focus for the analysis: "whether in the
Plaintiff offered this Court's opinion in Mucklowe v. Plhnet HoUywood, Del.
LSI Canada is incorporated under the Canadian Businezss Corporation Act which the plaintiff
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