June 14 (Bloomberg) -- Topps Co. Inc., the baseball trading card maker that agreed to be sold to a group led by former Walt Disney Co. Chief Executive Officer Michael Eisner, must postpone a shareholder vote on the deal until rival Upper Deck Co. can make a bid, a judge ruled.

Delaware Chancery Judge Leo Strine Jr. late today ordered the Topps board to disclose additional information about ``Eisner's assurances that he would retain existing management'' and to delay a shareholder vote that was set for June 28 until Upper Deck can make an offer.

``We think the court's opinion is an important vindication of shareholders' rights,'' said Seth Rigrodsky, a Wilmington, Delaware-based lawyer for Topps shareholders seeking more money for their shares.

Eisner's Tornante Co. and Madison Dearborn Partners LLC offered $9.75 per share, or $384.5 million. The board of New York-based Topps accepted the offer in March. Carlsbad, California-based Upper Deck last month said it would pay $10.75 per share, or $416 million.

Topps spokesman Jim Golden and Upper Deck spokesman Don Williams wouldn't immediately comment on Strine's decision.

In March, disgruntled shareholders sued the Topps directors, accusing them of failing to offer the trading card company for sale to the highest bidder.

At a hearing earlier this week, Rigrodsky and lawyers for Upper Deck told Strine that Topps investors weren't told that ``assurances were made to management about keeping their jobs'' as part of the bid made by Eisner's group.

More Disclosure

Strine concluded in his 67-page decision that Topps officials must disclose those promises. He said the company must provide investors with more information about the sale process, financial analyses of the Eisner group's proposal and evaluations of ``Upper Deck's credibility as a bidder,'' according to the decision.

Strine also threw out an agreement that barred Upper Deck from making a bid, saying Topps officials were using it improperly to favor Eisner's bid.

``The Topps board seeks to have the Topps shareholders accept Eisner's bid without hearing the full story,'' Strine wrote. ``That is not a proper use'' of such agreements, the judge said in the ruling.

Topps directors ``have refused to treat Upper Deck as having presented a superior proposal, a prerequisite to putting the onus on Eisner to match that price or step aside,'' Strine said.

Shares of New York-based Topps, with $325.4 million in sales last year, fell 7 cents to $10.14 in Nasdaq Stock Market composite trading.

The case is In: Re: Topps Co. Shareholders Litigation, CA2786 consolidated, Delaware Chancery Court (Wilmington).

To contact the reporters on this story: Phil Milford in Wilmington, Delaware, at pmilford@bloomberg.net; Jef Feeley in Wilmington, Delaware, at jfeeley@bloomberg.net.

Last Updated: June 14, 2007 20:31 EDT