Rabkin v. Olin Corp.

Opinion

DECISION AFTER TRIAL

CHANDLER, Vice Chancellor

This case made its debut in 1984 when minority stockholders of Philip A. Hunt Chemical Corporation ("Hunt") filed a consolidated class action challenging Hunt's merger with its majority stockholder, Olin Corporation ("Olin"). Plaintiffs' effort to enjoin the proposed cash out merger failed, but defendants' motion to dismiss the action for failure to state a claim was granted. Rabkin v. Philip A. Hunt Chemical Corp., Del. Ch., 480 A.2d 655 (1984). This Court initially held that appraisal was the plaintiffs' exclusive remedy. The Supreme Court [*2]  of Delaware reversed that decision, holding that the plaintiffs were not relegated to an appraisal. Rabkin v. Philip A. Hunt Chemical Corp., Del. Supr., 498 A.2d 1099 (1985). On remand, the plaintiffs were allowed to file a supplemental complaint. The defendants then filed new motions to dismiss, which led this Court to dismiss several of the plaintiffs' claims. Rabkin v. Philip A. Hunt Chemical Corp., Del. Ch., 547 A.2d 963 (1986).

Plaintiffs' remaining claims were tried over a three day period in October, 1989. At the end of the plaintiffs' case in chief, this Court granted the Hunt directors' ¹ motion for a directed verdict. The Olin Corporation and Olin directors Richard B. Berry ("Berry"), John W. Johnstone, Jr. ("Johnstone") and John M. Henske ("Henske") remain as defendants. Having weighed and considered all of the evidence adduced at trial, I conclude that judgment must be entered in favor of the defendants. A review of the evidence and the reasons for my decision follow.

Because this case has already spawned an appeal and three  [*3]  reported opinions, a detailed recitation of its history is unnecessary. The disputed facts developed at trial will be discussed later in the context of the plaintiffs' specific claims.

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