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| | Protocomm Corp. v. Novell Inc. (Pennsylvania 06/25/1999) |
 | | Before the Court is the motion to dismiss of defendants David L. Nelson, Cornelius A. Ferris, Premkumar Uppaluru, Aeneas Venture Corporation, Edelson Technology Partners II, L.P., Olivetti Holding, N.V., Technologies for Information and Publishing, L.P., ASCII Corporation, Cirrus Logic, Inc. and Intel Corporation (collectively referred to as the "Former Fluent Shareholders"). |
 | | As a result of the merger, Fluent was left as "a shell corporation, wholly controlled by Novell, with no assets, no employees, no meaningful business activities of its own, no board of directors, and no observance of corporate formalities." (Complaint ¶ 35). |
 | | In Johnston, the Supreme Court of Delaware held that the plaintiffs did not have standing to pursue a claim for wrongful dividends under § 174 because the plaintiffs were not creditors of the defendant in its pre-merger form. |
| www.assetprotectionbook.com /1999_PA_Protocomm-Novell.htm (5031 words) |
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