DELAWARE COURT HOLDS MINORITY STOCKHOLDERS CAN SUE DIRECTLY WHEN A COMPANY’S CONTROLLER USES CONTROL AGAINST MINORITY TO EXTRACT SPECIAL BENEFIT IN A STOCK TRANSFER
On June 25, 2018, the Delaware Court of Chancery denied a motion to dismiss, finding that when a controller uses his control to extract a special benefit in a stock sale, at the expense of the company’s minority stockholders, the latter may sue directly. In addition, the transfer of corporate assets for “a manifestly unfair price” is sufficient to state a claim for breach of fiduciary duties.
Generally, “When the controller of a company improperly uses his control to enter a transaction Read more [...]