A. Elihu Michelson v. Louis C. Duncan

HORSEY, Justice: Plaintiff appeals the Court of Chancery's grant of summary judgment in a derivative shareholder's suit brought to set aside stock options granted by the defendants, officers and directors of Household Finance Corporation (hereafter, HFC) to key employees, including themselves. The source of the controversy between the parties is action taken by the directors in 1971-1974 to modify the Company's 1966 stock option plan (sometimes hereafter, the Plan) and their issuance of stock options under the Plan as modified. The principal issue on appeal is whether a 1977 non-unanimous shareholder ratification of the earlier modifications of the Plan and of the options granted under the modified Plan entitled defendants to a grant of summary judgment.