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

Philip (D) merged with Olin. Olin bought 63.4% of the shares of D's common stock from Turner and Newall Industries for $25 per share. The agreement also required Olin to buy all remaining D stock at $25 if it so desired to do so within one year. The trial court found that Olin's intent was to purchase 100% of the stock of D. Eventually through some foot-dragging and obtaining expert opinions it was determined that Olin would only pay $20 per share of the remaining minority shares. A Special Committee announced that it had found that the $20 price was a fair price. P's sued claiming that the price offered was inadequate in that Olin just purposely waited until the one-year provision had expired to make its offer and that was a violation of its fiduciary duties. The trial court dismissed Ps' complaint.

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