what are the factual differences between the geier and williamson cases? course hero

by Haven Schaden 9 min read

I. FACTS

Milacron is a Delaware corporation that manufactures machine tools, plastics machinery, computer controls and various other industrial machinery and tools.

II. PROCEDURAL HISTORY IN COURT OF CHANCERY

In April 1986, Williams challenged the Recapitalization by bringing suit against Milacron and nine of its directors (collectively, the "Defendants").

III. SCOPE OF APPELLATE REVIEW

To discharge its appellate function on review of the trial court's entry of summary judgment, this Court must determine "whether the record shows that there is no genuine, material issue of fact and the moving party is entitled to judgment as a matter of law." Arnold v. Society for Sav. Bancorp, Del.Supr., 650 A.2d 1270, 1276 (1994).

IV. INAPPLICABILITY OF UNOCAL AND BLASIUS

Williams begins her attack on the grant of summary judgment by questioning the trial court's choice of the "more lenient standard of Unocal " to review the Board's actions, rather than the "heightened standard of scrutiny" used in Blasius Industries v. Atlas Corp., Del.Ch., 564 A.2d 651 (1988).

V. STANDARD OF JUDICIAL REVIEW OF BOARD ACTION RECOMMENDING THE AMENDMENT TO THE STOCKHOLDERS

The Board's action in recommending the Recapitalization to the stockholders pursuant to Section 242 (b) (1) is protected by the presumption of the business judgment rule [1378] unless that presumption is rebutted. [21] See Paramount Communications, Inc. v.

A. General

The recommendation by a board of directors of the advisability of a charter amendment is merely the first step under the organic, statutory scheme of 8 Del.C. ยง 242, which authorizes amendments to certificates of incorporation.

B. Applicability of Existing Law to this Case

We find that Stroud II is applicable here.