Harry Lewis v. Charles A. Anderson

Plaintiff appeals from an Order of the Court of Chancery dismissing his derivative action asserted on behalf of Conoco, Inc. (Old Conoco), a Delaware corporation, against Old Conoco's former management. Dismissal followed Old Conoco's merger with a wholly-owned subsidiary of E. I. Du Pont de Nemours and Company (Du Pont), Du Pont Holdings, Inc., renamed Conoco, Inc. (New Conoco). The question presented involves the effect of a corporate merger on ownership of a derivative claim and standing of the derivative claimant to pursue his claim following merger. The Chancellor ruled that plaintiff lost standing to pursue Old Conoco's derivative claim when he ceased to be a shareholder of Old Conoco and that his underlying claim thereby became the exclusive property right of New Conoco and its sole shareholder, Du Pont. We agree and therefore affirm. I