Richard Sternberg v. Thomas F. O'Neil

HOLLAND, Justice: The appellant, Richard Sternberg ("Sternberg"), brought a double derivative suit 1 against GenCorp Inc. ("GenCorp"), its wholly owned subsidiary, RKO General, Inc. ("RKO General"), and certain past and present officers and directors of both corporations. GenCorp is an Ohio corporation qualified to do business in Delaware under 8 Del.C. § 371. RKO General is a Delaware corporation. The Court of Chancery found "that the complaint does not allege a constitutionally permissible basis for the assertion of personal jurisdiction over either Gencorp or those individual defendants who are not directors of RKO General." Sternberg v. O'Neil, Del. Ch., 532 A.2d 993, 994 (1987). The Court of Chancery also found that GenCorp was an indispensable party. Id. It, therefore, held that "the complaint must be dismissed as to all defendants." Id.