Levine v. Smith

591 A.2d 194 (Del. 1991)

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Nature of the Case

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Facts

Two derivative actions were taken against the board of GM and Perot and other associates of Perot. GM had acquired EDS from Perot for cash, stock, and a contingent note package. EDS was to be given wide latitude and autonomy. Eventually, disputes erupted between Perot and the GM board over the running of EDS. Perot demanded that either GM buy him out or else allow him to operate EDS as he saw fit. Perot threatened to sue GM. In 1986, GM agreed to repurchase Perot's interest in GM. An oversight committee recommended that the Board approve the buyout deal that was reached. Ten days later Levine (P) demanded that the board rescind the deal. That was refused and P sued. A motion to dismiss was granted to Ds. D appealed on grounds of being denied discovery prior to responding to a Rule 23.1 motion to dismiss.