MONTH-IN-BRIEF (Jun 2022)
Citing Exceptional Facts, Delaware Court Finds Board Had Compelling Justification to Thwart Stockholder Action
In a case presenting unusual facts, the Delaware Court of Chancery recently upheld, on remand, a board’s decision to pursue a stock sale to escape a deadlock. In Coster v. UIP Companies, Inc., Chancellor Kathaleen St. J. McCormick had previously found in a post-trial decision that the challenged stock sale was entirely fair. On remand following an appeal, the Chancellor determined that the stock sale did not fall within Schnell’s limited application and that it satisfied review under Blasius.