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Business Organizations Keyed to Bauman
Gantler v. Stephens
Citation:
965 A.2d 695 (Del.2009).Facts
First Niles was a holding company that owned and operated Home Federal Savings and Loan Association of Niles. In late 2003, Stephens began looking into options for First Niles future since he was well past retirement age. In August 2003, First Niles was put up for sale and, in March 2005, the board rejected its only firm offer with no discussion or deliberation. Plaintiff was the only dissenting director on the vote and he subsequently resigned from his position.
In April 2005, Stephens circulated a recapitalization proposal to reclassify 300 or fewer shares of First Niles common stock. In November 2006, the board disseminated a proxy statement (“Reclassification proxy“) to its shareholders outlining its reclassification and recapitalization plan. The Reclassification proxy disclosed among that the board had “carefully deliberated” and rejected its only firm merger option.
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