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The Delaware Supreme Court upheld a UIP Cos. stock issuance that broke a deadlock between a commercial real estate investor and his late partner’s widow who sought to liquidate her stake in the company.
Derivative Litigation Eighth Circuit Affirms Dismissal of Derivative Securities Action - Carpenters’ Pension Fund of Ill. v. Neidorff, No. 20-3216 (8th Cir. 2022) - Following Centene...
Can a board of directors intentionally disenfranchise a 50% shareholder to break a deadlock while also acting with sufficient good faith to avoid liability?
A Delaware Supreme Court reversal of a Chancery Court decision that dismissed a 50% stockholder's challenge to a stock sale that diluted her equity and blocked her custodianship suit produced another dismissal Monday, with Delaware's chancellor finding "compelling justification" for the deal.
ADVERTISEMENT Del. Justices Say Chancery Must Reconsider Stock Deal Law360 (June 28, 2021, 9:38 PM EDT) -- Noting that inequitable intent can fatally taint otherwise fair actions, Delaware's Supreme Court on Monday sent a ruling back to the Chancery Court that upheld a contested company equity sale that was allegedly designed to prevent a vote to put the business under a custodian. Writing for the unanimous court, Chief Justice Collins J. Seitz Jr. said that Chancellor Kathaleen S. McCormick should look deeper into the fairness of the deal after previously concluding that UIP Companies Inc. ...