Sternberg v. O'neil

550 A.2d 1105 (1988)

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Nature of the Case

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Facts

GenCorp, an Ohio corporation, has its principal place of business in Akron, Ohio. GenCorp is qualified to conduct business in Delaware as a foreign corporation. RKO General, a Delaware corporation, has its principal place of business in New York. All of RKO General's common stock has been owned by GenCorp since it was acquired in 1955. P is a shareholder of GenCorp. P claims the directors and officers of RKO General and GenCorp breached their fiduciary duties when they made numerous false and misleading statements and omissions to the FCC about an investigation of GenCorp by the SEC. In 1980, following the FCC's denial of RKO General's renewal application for WNAC-TV, several derivative suits were filed on behalf of GenCorp and RKO General. All of the cases were settled with the approval of the United States District Court. Two shareholders objected to the settlement and appealed. The United States Court of Appeals for the Sixth Circuit upheld the settlement. The settlement did not bar all future shareholders' claims arising out of the very serious additional F.C.C. and I.R.S. proceedings against General Tire. P seeks equitable relief and damages, in excess of $298 million, 'which have accrued since the settlement of previous derivative suits brought on behalf of GenCorp and RKO General. The trial court held that GenCorp lacked minimum contacts and was not subject to jurisdiction in Delaware. P appealed.