The Delaware Court of Chancery, in Gary D. Voigt v. James S. Metcalf, et al. and NCI Building Systems, Inc., C.A. No. 2018-0828-JTL, memo. op. (Del. Ch. Feb. 10, 2020), finds it reasonably conceivable that a 35% stockholder exercised effective control through a combination of stock ownership, board appointee rights, blocking rights under a Stockholders Agreement, and other means of influence over the board and management.
NEW: Tulane Law’s Professor Ann Lipton discusses the decision in Who’s a Controlling Stockholder: Delaware Strikes Again.
Anne Sherry discusses the decision in Minority stockholder may yet have wielded control.
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