Maxwell H. Gluck and Muriel Gluck v. American Protection Industries, Inc., Etc.

Defendants appeal the district court’s award of attorneys’ fees to plaintiffs’ attorneys. While conceding that plaintiffs’ attorneys are entitled to certain fees, defendants contend that the court abused its discretion in failing to set forth the factors considered in making its award. Defendants also contend that the trial court improperly awarded fees for time spent litigating the fee award, for costs relating to the transfer of this action from Delaware to California, and for the services of an attorney who did not maintain time records. We affirm.

I.

This action arose from the attempted merger of American Protection Industries, Inc. (“API”) and Corelo Services Corporation, a holding company for the majority of API shares. Pursuant to that merger, the shares of API stock owned by public shareholders were to be purchased and API was to become a closely held corporation. Plaintiffs, who are public shareholders of API, filed suit to enjoin the merger on the ground that the $3.50 purchase price per share was inadequate. As a result of the litigation, plaintiffs received $8.80 per share instead of the $3.50 originally offered when the merger eventually occurred in March, 1976.…