Summary
In Schwartz, again not a class action, the plaintiff, an unregistered stockholder, sought to set aside a merger of two corporations.
Summary of this case from Mathews v. Kidder, Peabody Co., Inc.Opinion
Civil Action No. 1083.
December 22, 1947.
Meyer Abrams, of Shulman, Shulman Abrams, all of Chicago, Ill., and Harold B. Howard, of Wilmington, Del., for plaintiff.
Clair John Killoran and John Van Brunt, Jr., of Killoran Van Brunt, all of Wilmington, Del., for defendants.
Action by Nathan Schwartz against The Olympic, Incorporated, a Delaware corporation, Fifth Avenue Hotel Company, a Delaware corporation, and William Edris to set aside a merger.
Complaints should be dismissed.
This is a diversity case where plaintiff seeks to set aside a merger of two Delaware companies. Delaware law controls. Plaintiff is the alleged owner of unregistered shares. Under Delaware law, an unregistered stockholder cannot attack a merger. Salt Dome Oil Corporation v. Schenck, Del., 41 A.2d 583, 158 A.L.R. 975; Application of General Realty Utilities Corporation, Del.Ch., 42 A.2d 24.
Plaintiff also seeks to amend his complaint to bring in other parties plaintiff. If he cannot maintain his own complaint, he has no right to amend it. The complaint should be dismissed