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: K&L Gates discusses the decision in Windfall or Fair? Breach of Fiduciary Duty and Unjust Enrichment Claim Survives Motion to Dismiss.
UCLA’s Professor Stephen Bainbridge discusses the decision in Who is in control? Delaware corporate law’s answer.
Morris James discusses the decision in Surveying the Law, Chancery Declines to Dismiss a Claim that a 35% Holder was the Controlling Stockholder of the Acquirer (as Well as the Target).
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.
$$$ Law360 discusses the decision in Chancery Keeps Alive Suit Over $553M CD&R Deal Windfall.
$$$ Bloomberg Law discusses the decision in NCI Building Systems Directors Stuck With Suit Over 2018 Merger.