IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ROBERT H. ARNOLD, ;
Plaintiff, ;
v. 1
SOCIETY FOR SAVINGS BANCORP, C.A. No. 12883
INC., a Delaware corporation, 1
DAVID T. CHASE, SANFORD CLOUD, )
JR., LAWRENCE CONNELL,
ROBERT E. GREEN, JEROME H. i
GROSSMAN, BETSY HENLEY-COHN,
RONALD D. JARVIS, EDWARD W. ;
LARGE, EDWARD J. OKAY, JOHN F. 1
SHEA, JR., FMRIAN A. STANG,
JERRY F. STONE, JR., BANK OF ;
BOSTON CORPORATION, and
BBC CONNECTICUT HOLDING ;
CORPORATION, 1
Defendants.
MEMORANDUM OPINION
Date Submitted: October 1, 1993
Date Decided: December 15, 1993
William Prickett, Esquire, Ronald A. Brown, Jr., Esquire, Jeen Rim,
Esquire, Curtis C. Johnston, Esquire, and Thomas A. Mullen,
Esquire, of PRICKETT, JONES, ELLIOTT;KRISTOL 4 SCHNEE, Wilmington,
Delaware, Attorneys for Plaintiff.
Jesse A. Finkelstein, Eaquire, of RICHARDS, IXiTON h FINGER,
Wilmington, Delaware; OF COUNSEL: Richard F. Ziegler, Esquire, of
CLEARY, CO'ITLIEB, STEEN & HAMILTON, New York, New York, Attorneya
for Defendants Society for Savings Bancorp, Inc., David T. Chase,
Sanford Cloud, Jr., Lawrence Connell, Robert B. Green, Jerome H.
Grossman, Betsy Henley-Cohn, Ronald D. JaTvis, Edward F. Large,
Edward J. Okay, John F. Shea, Jr., Florian A. Stang and Jerry F.
Stone, Jr.
A. Gilchrist Sparks,. III, Esquire, and Seth D. Rigrodsky, Esquire,
of MORRIS, NICHOLS, ARSHT & TUNNELL, Wilmington, Delaware; OF
COUNSEL: Robert A. Buhlman, Esquire; of BINGHAM, DANA & GOULD,
Boston, Massachusetts, Attorneys for Defendants Bank of Boston
Corporation and BBC Connecticut Holding Corporation.
CHANDLER, Vice Chancellor
Plaintiff is the owner of 300 shares of common stock of
Society for Savings Bancorp, Inc. ("Bancorp'), a Delaware
corporation. Plaintiff is suing Bancorp, certain directors of
Bancorp, Bank of Boston Corporation ("BOB") and BBC Connecticut
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
DAVID T. CHASE, SANFORD CLOUD,) JR., LAWRENCE CONNELL,
Defendants.
William Prickett, Esquire, Ronald A. Brown, Jr., Esquire, Jeen Rim, Esquire, Curtis C.
III, Esquire, and Seth D. Rigrodsky, Esquire, of MORRIS, NICHOLS, ARSHT & TUNNELL,
Plaintiff is suing Bancorp, certain directors of Bancorp, Bank of Boston Corporation and BBC
BOB is a bank holding company registered under Massachusetts law that provides banking
Through the process described below, BOB agreed to merge its subsidiary, BBC, into Bancorp,
As a result of the Merger, BOB owns one hundred percent of the stock of Bancorp.
Goldman Sachs developed a strategy whereby it would acquire a large part of Bancorp's assets,
Nine companies submitted "seriousn preliminary bids for.FAC; Norwest submitted a high bid of
contracts for the sale of FAC were drafted; the only steps remaining were for Bancorp and its
On May 28, 1992, Goldman Sachs presented the Proposed Goldman Transaction to the Bancorp
See Arnold v. Society For Savinss BancorD, Del.
Whether Delaware has personal jurisdiction over a defendant served under 10 Del.
Plaintiff asserts that BOB transacted business in Delaware for the purposes of § 310.4 when
Our Supreme Court has previously noted that "Itlhe decision to reincorporate or not to
plaintiff asserts that Defendants' failure to disclose the facts about the auction bids for
Transaction as compared to that offered in the Merger, to disclose the manner and conduct of
In addition, plaintiff asserts that BOB is liable for the Bancorp Board's alleged disclosure
Plaintiff first contends that the facts about the bids submitted for FAC should have been
shareholder would have no way of knowing if other subsidiaries owned by the parent had a
Revlon Duties Plaintiff asserts that Defendants breached their Revlon duties.
b For example, our Supreme Court refused to implicate Revlog duties in the merger of Time!,
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