Business Litigation & Dispute Resolution

Editors (3)

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Cadwalader, Wickersham & Taft LLP

Sara Bussiere

Executive Editor, Business Litigation & Dispute Resolution
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Troutman Pepper Hamilton Sanders LLP

Armeen Mistry

Managing Editor, Business Litigation & Dispute Resolution
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Moritt Hock & Hamroff LLP

Leslie Ann Berkoff

Contributing Editor, Business Litigation & Dispute Resolution
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MONTH-IN-BRIEF (Jun 2022)

Business Litigation

Citing Exceptional Facts, Delaware Court Finds Board Had Compelling Justification to Thwart Stockholder Action

By Leah E. León and Shannon E. German

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.[1] 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.[2] On remand following an appeal, the Chancellor determined that the stock sale did not fall within Schnell’s[3] limited application and that it satisfied review under Blasius.[4]

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