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Copyright (c) 2000 Delaware Law School of Widener University, Inc.
Delaware Journal of Corporate Law

UNREPORTED CASE: In Re Lukens Inc. Shareholders Litigation: No. 16,102 (Consolidated)

Court of Chancery of the State of Delaware, New Castle

December 1, 1999

2000

25 Del. J. Corp. L. 985

Author

Lamb, Vice-Chancellor

Excerpt

I. INTRODUCTION

On January 5, 1998, Lukens, Inc. ("Lukens" or the "Company") announced that Bethlehem Steel Corporation had agreed to pay $ 30 per share (consisting of a combination of cash and stock) in exchange for all of the Lukens common stock. This announcement followed an initial agreement between Lukens and Bethlehem to merge at a price of $ 25 per share and a subsequent proposal from a third party to pay $ 28 per share. The Lukens stockholders voted to approve the Lukens/Bethlehem transaction, which was consummated on May 29, 1998.

Three stockholder actions were filed in December 1997 and January 1998. I entered an order consolidating them for all purposes in March 1998. At that time, plaintiffs filed a consolidated class action complaint. They amended that pleading on May 26, 1998, only days before the stockholder vote. That complaint alleged breaches of fiduciary duty by the Lukens board of directors (essentially a Revlon claim that the directors failed to seek the best value reasonably available for Lukens) and claimed that Bethlehem is liable for aiding and abetting those alleged breaches. That complaint made no claim that the proxy materials sent to stockholders in connection with the proposed merger were false or misleading in any respect. Plaintiffs never sought any form of injunctive relief in connection with the transaction.

In June 1998, the defendants moved to dismiss the complaint. After briefing and oral argument on those motions, I allowed plaintiffs to file the Second Amended and Supplemental ...
 
 
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