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Conflict of Laws Keyed to Brilmayer
McDermott Inc. v. Lewis
Citation:
531 A.2d 206 (Del. 1987)Facts
McDermott International was incorporated in Panama in 1959; the corporation was mainly engaged in providing worldwide marine construction services to the oil and gas industry. McDermott International’s executive offices were located in New Orleans, Louisiana. The corporation did not have any operations or offices in Delaware, nor did it hold meetings or conduct business in Delaware. It also did not have agents or employees or any assets in Delaware.
A Delaware corporation, McDermott Incorporated (McDermott Delaware), and its subsidiaries operated throughout the United States in three industry segments: marine construction services, power generation and equipment, and engineered materials. Its principal offices were in New Orleans, Louisiana.
In a 1982 Reorganization, McDermott Delaware became a 92%-owned subsidiary of McDermott International. The public stockholders of McDermott International held 90% of the voting power of McDermott International, while McDermott Delaware held about 10% of the voting power. The purpose of the reorganization was to enable the McDermott Group to retain, reinvest, and redeploy earnings from operations outside the U.S. without subjecting those earnings to U.S. income tax. The Reorganization was supported by 89.59% of McDermott Delaware stockholders.
Plaintiffs, Harry Lewis and Nina Altman, were McDermott Delaware stockholders. They filed suit in the Delaware Court of Chancery seeking to enjoin or rescind the 1982 Reorganization. The court granted partial summary judgment in Plaintiffs’ favor, finding that Defendant, McDermott Delaware, could not vote its stock in McDermott International. McDermott Delaware appealed.
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