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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
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IN AND FOR NEW CASTLE (COUNTY
1. IN RE:
S WORLD AIRLINES, INC. Consolidated
EHOLDERS LITIGATION Civil Action NO. 9844
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MEMORANDUM OPINION
Date submitted: September 20, 1988
Date Decided: October 21, 1988
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Joseph A. Rosenthal, Esquire, of MORRIS, ROSENTHAL, MONHAIT &
GROSS, P.A., Wilmington, Delaware, and Stanley M. Grossman,
Esquire, of POMERANTZ LEVY HAUDEX BLOCX & GROSSMAN, New York,
New York, and Robert M. Xornreich. Esquire, of WOLF POPPER
ROSS WOLF & JONES, New York, New York, and Sherrie R. Savett.
Esquire, and Stephen D. RamOS, Esquire, of BERGER & MONTAGUE,
P.C., Philadelphia, Pennsylvania, Attorneys for Plaintiffs.
R. Franklin Balotti, Esquire, and Nathan B. Ploener, Esquire,
of RICHARDS, LAYTON h FINGER, Wilmington, Delaware, and Dennis
J. Block, Esquire, and Joseph S. Allerhand, Esquire, of WBIC,
GOTSHAL &i MANGES, New York, New York, and GORDON HURWITZ
BUTOWSXY WEITZEN SHALOV & WBIN, New York, New York, Attorneys
for Defendants Trans World Airlines, Inc., Carl C. Icahn, Mark
A. Buckstein, D. Joseph Corr, Morton Ehrlich, Alfred D.
Kingsley and M. Elliot Schnall.
Grover C. Brown, Esquire, and Lewis Hi Lazarus, Esquire, of
MORRIS, JAMES, HITCHENS & WILLIAMS, Wilmington, Delaware, and
Harold G. Levlson, Esquire, and Michael C. Harwood, Esquire,
of MUDGE ROSE GUTHRIE ALEXANDER & FERDCN, New York, New York,
Attorneys for Defendants Edward J. Crane and Lester Cox.
ALLEN, Chancellor
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SNIPPETS:
Joseph A. Rosenthal, Esquire, of MORRIS, ROSENTHAL, MONHAIT & GROSS, P.A., Wilmington,
Esquire, of WOLF POPPER ROSS WOLF & JONES, New York, New York, and Sherrie R. Savett.
Esquire, and Stephen D. RamOS, Esquire, of BERGER & MONTAGUE, P.C., Philadelphia,
Grover C. Brown, Esquire, and Lewis Hi Lazarus, Esquire, of MORRIS, JAMES, HITCHENS &
On September 7, 1988, the minority shareholders of Trans
an overwhelming majority to approve a proposed merger transaction by which entities
In the proposed merger, each share owned by
new 12% subordinated debenture due in 2008.
shares voting approved the transaction.
TWA board that purported to represent the interests of the
The special committee, therefore, is said to have had no dependable basis to determine that
Plaintiffs' disclosure theories claim that the resounding approval of the proposed
it is said that a figure generated by the investment banker in its work purporting to show a
These matters, now consolidated, are before the court on.
established a special committee, comprising directors Edward Crane and Lester Cox, to review
This committee retained the now defunct law firm of Finley, Kumble, etc. as its attorneys,
Dillon Read commenced negotiations with Mr. Icahn and his representatives which took place by
the highest price possible.
TWA's Proposed Acquisition of New Aircraft.
while the timing of the acquisition announcement is dependent upon the completion of TWA's
Equally important, to plaintiffs at any rate, is that the projections contained in the proxy
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