Milacron is a Delaware corporation that manufactures machine tools, plastics machinery, computer controls and various other industrial machinery and tools.
In April 1986, Williams challenged the Recapitalization by bringing suit against Milacron and nine of its directors (collectively, the "Defendants").
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).
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).
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.
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. § 242, which authorizes amendments to certificates of incorporation.
We find that Stroud II is applicable here.