On the other hand, it may be a fact of life in the industry that production imbalances will occur and will not be fully compensated. The majority votes were cast by three of the Anadarko board members who were also officers or directors of Panhandle the individual defendants. It notes that no money or securities change hands on such a trade until the settlement date which, necessarily, is after the date on which the stock is issued. 8738, Berger, V.C. In Freeman, this Court held: Id., slip op. *625 William Prickett, Vernon R. Proctor, Wayne J. Carey, and Glenn A. Fugate, of Prickett, Jones, Elliott, Kristol & Schnee, Wilmington, Blake Tartt, of Fulbright & Jaworski, Houston, Tex., for plaintiffs; Dan A. Spencer, Houston, Tex., of Anadarko Petroleum Corp., of counsel. v. Panhandle Eastern Corporation, et al., Del.Ch., Civil Action No. 311 (1933), a stockbroker was seeking damages for the refusal of defendant to take delivery of certain when-issued stock. An Information Statement dated August 29, 1986 was issued and, on September 8, 1986, Anadarko common stock began trading on the New York Stock Exchange on a "when, as and if issued" basis. In 1986, Panhandle Eastern Corporation distributed its interests … First, trades were made on Panhandle stock "regular way" reflecting the combined value of Panhandle and Anadarko. Dixon, Defendants. The customer had just notified Panhandle that, during the twelve months beginning September 1, it would buy only 70 BCF of gas at the price Panhandle was then forecasting or approximately half of the amount purchased during the previous year. This is so because, not only has Anadarko been injured, but the public interest has been injured as well. scoUT Search Spencer ("Spencer") advised the board that, in their opinion, the Disputed Agreements were unfair to Anadarko and that the board members had fiduciary duties to Anadarko's stockholders which would be breached if the board approved unfair contracts. They unanimously voted to rescind the agreements and gave due notice of their action to Panhandle. Suffice it to say that at least one of the individual defendants conceded that he did not think Panhandle could have obtained Anadarko's approval of the agreements if Anadarko had been an independent company. (November 21, 1985). On September 30, 1986, the Anadarko board of directors met to resolve all the outstanding issues relating to the spin-off. This result finds support by analogy to the rights of a convertible debenture holder. The lawsuit arises from the spin-off of Anadarko in the early fall of 1986. Anadarko argues that those who purchased Anadarko's stock on a when-issued basis in September, 1986, immediately acquired a definite property interest in the stock and were entitled to be treated as the equitable and beneficial owners of the stock.

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