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Ravenswood Aluminum Corporation (Ravenswood),11 principally
located in Ravenswood, West Virginia. Petitioner claimed that on
August 1, 1991, he was induced by Mr. Boyle and Oralco’s counsel,
Michael J. O’Brien (Mr. O’Brien), to enter into an oral “stand
still” agreement with Mr. Boyle (Boyle Agreement) whereby each
agreed that neither of them would sell to, or transfer to, or buy
Oralco shares from Mr. Strothotte.12 Petitioner also contended
that he agreed to enter into the Boyle Agreement due to concerns
that Mr. Strothotte had too much control over Ravenswood and
would damage Oralco if he gained control. On April 21, 1992, Mr.
Boyle made an agreement with Mr. Strothotte to exchange his
Ravenswood shares for Mr. Strothotte’s Oralco shares. Mr. Boyle
11 Ravenswood Aluminum Corporation is sometimes referred to
in the stipulation of facts and exhibits as “Ravenswood” or
“Ravenswood, Inc.” (collectively referred to herein as
Ravenswood).
12 Petitioner claimed that the oral agreement also entailed
that:
both he and Boyle would continue to jointly vote their
shares and Director votes to maintain joint control of
Oralco; and he and Boyle would combine their share
ownership and Director votes in the long-term best
interests of Oralco in order to reach an agreement by
which one would purchase the other’s common stock in
Oralco; but if Strothotte made a substantial
unsolicited, unconditional cash offer for the Oralco
shares of either Bradley or Boyle before a definitive
agreement was reached between them, the other must be
advised of such offer and granted a ‘last look’ or
right of first refusal to purchase such common shares.
[Oralco, Inc., et al. v. Bradley, Civ. A. No. 12763,
1992 WL 373041 (Del. Ch. Dec. 17, 1992).]
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