CRESCENT/MACH I PARTNERS, L.P. v. TURNER

No. 17455.

846 A.2d 963 (2000)

CRESCENT/MACH I PARTNERS, L.P., Plaintiffs, v. Jim L. TURNER, et al., Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: September 29, 2000.


Attorney(s) appearing for the Case

Grover C. Brown and Joseph C. Schoell of Morris, James, Hitchens & Williams, LLP, Wilmington, Delaware. of Counsel: Patrick Lynch, Patrick Downes and Marc S. Williams of O'Melveny & Myers, LLP, Los Angeles, CA, for Plaintiffs.

John H. Small and Ronald A. Brown, Jr. of Prickett, Jones & Elliott, Wilmington, DE; David A. Bryson and Nicholas A. Foley of Neligan & Averch, LLP, Dallas, TX., of counsel, for Defendants Jim and Julie Turner Family Partnership, Ltd., JLT Beverages, L.P., Jim L. Turner, William O. Hunt and J. Kent Sweezey.

Jon E. Abramczyk and David J. Teklits of Morris, Nichols, Arsht & Tunnell, Wilmington, DE, for Defendants Cadbury Schweppes, P.L.C., CSI, B.V., American Bottling Holdings, Inc., Dr. Pepper/Seven-Up Bottling Group, Inc., Tosca Acquisition Corp., The Carlyle Group L.P., Carlyle Bottling L.L.C., Carlyle Holding Corp., and Dr. Pepper Bottling Holdings, Inc.


OPINION

STEELE, V.C. (by designation).

I. INTRODUCTION

Plaintiffs bring this action alleging that the directors of Dr. Pepper Bottling Holdings, Inc. ("Holdings") breached their fiduciary duties of loyalty, care and "good faith" in approving the merger of Tosca Acquisition Corporation, a wholly owned subsidiary of Dr. Pepper/Seven-Up Bottling Group, Inc., with and into Holdings, the surviving corporation. According to plaintiffs, the Turner...

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