In re Delphi Financial Group Shareholder Litigation Case Brief Summary | Law Case Explained скачать в хорошем качестве

In re Delphi Financial Group Shareholder Litigation Case Brief Summary | Law Case Explained

Get more case briefs explained with Quimbee. Quimbee has over 16,300 case briefs (and counting) keyed to 223 casebooks ► https://www.quimbee.com/case-briefs-o... In re Delphi Financial Group Shareholder Litigation | 2012 WL 729232 (2012) A controlling stockholder, or stockholder with voting control over a corporation, generally has a fiduciary duty to act in the best interests of the corporation and its collective stockholders. We explore the intersection of that fiduciary duty and efforts to secure control premiums in In re Delphi Financial Group Shareholder Litigation. When Robert Rosenkranz, the founder of Delphi Financial Group, took Delphi public, he created two classes of common stock. Class A stock, which was publicly traded, entitled holders to one vote per share. But class B stock, which was retained exclusively by Rosenkranz, entitled Rosenkranz to ten votes per share. Consequently, although Rosenkranz retained only thirteen percent of Delphi’s outstanding stock, he possessed forty-nine-point-nine percent of the voting power. In twenty eleven, Tokio Marine Holdings sought to acquire Delphi, offering forty-six dollars per share, approximately double the market price. Because Rosenkranz possessed voting control, his approval was necessary to effectuate the merger. But Rosenkranz wouldn’t vote in favor unless he received a control premium, meaning he would receive more per share than class A stockholders. Such a control premium was prohibited by Delphi’s charter, which stated that both classes must be treated equally in a merger. Unwilling to walk away from the lucrative Tokio deal, however, the board negotiated a differential with Rosenkranz whereby Rosenkranz would receive approximately fifty-four dollars per share while Class A stockholders would receive approximately forty-five dollars per share. Believing the merger to still be in the best interest of class A stockholders, the board approved it, with ultimate consummation conditioned on a majority vote of the class A stockholders and an amendment to Delphi’s charter to allow Rosenkranz’s differential. Some of the class A stockholders filed suit against Rosenkranz, Delphi’s directors and senior officers, and Tokio, alleging, among other things, that Rosenkranz breached his fiduciary duty by seeking a control premium. The stockholders filed a motion for preliminary injunction in the Delaware Court of Chancery, seeking to prevent consummation of the merger while the suit was pending. Want more details on this case? Get the rule of law, issues, holding and reasonings, and more case facts here: https://www.quimbee.com/cases/in-re-d... The Quimbee App features over 16,300 case briefs keyed to 223 casebooks. Try it free for 7 days! ► https://www.quimbee.com/case-briefs-o... Have Questions about this Case? Submit your questions and get answers from a real attorney here: https://www.quimbee.com/cases/in-re-d... Did we just become best friends? Stay connected to Quimbee here: Subscribe to our YouTube Channel ► https://www.youtube.com/subscription_... Quimbee Case Brief App ► https://www.quimbee.com/case-briefs-o... Facebook ►   / quimbeedotcom   Twitter ►   / quimbeedotcom   #casebriefs #lawcases #casesummaries