04/09/92 W.B. Dixon Stroud V. J. Peter Grace

This appeal arises out of a series of disputes between Milliken Enterprises, Inc. ("Milliken"), a privately-held Delaware corporation, and certain shareholders, mostly members of the Stroud branch of the Milliken family (the "Strouds"). Plaintiffs brought individual and derivative claims against Milliken and its board of directors ("defendants"), alleging that the board breached its fiduciary duties by recommending certain charter amendments to its shareholders (the "Amendments"). The Strouds also contested the adequacy and accuracy of the disclosures the board made to the shareholders in the notice of meeting at which the proposed amendments were to be considered, and also challenged the validity of the amendments and a by-law ("By-law 3") which established the procedure for nominating candidates to Milliken's board of directors.