This section contains the nature of the case and procedural background.

BBC Acquisition (P) is a wholly owned subsidiary of Bergen Brunswig Corp., a corporation formed to implement Bergen's bid to acquire Durr-Fillauer Medical Inc. (D). D had agreed to be acquired by Cardinal Distribution, Inc. and P launched a competing bid. P purchased 100 shares and then offered $26 per share for the remaining shares, an amount greater than Cardinal's offer. P made a demand to inspect the stockholder list and certain books and records. D refused to allow P to inspect the books, records and other documents previously furnished to Cardinal in connection with their agreement. Cardinal increased its offer and P refused to match it without access to the same information.

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