The Delaware Court of Chancery, in Marion Coster v. UIP Companies, Inc., et al., C.A. No. 2018-0440-KSJM (consol.), memo. op. (Del. Ch. Jan. 28, 2020), found the sale of unissued stock to one director on a three-member board, which resulted in breaking deadlock underlying a pending action for appointment of a custodian, was subject to entire fairness, and found the sale to have been entirely fair.
K&L Gates discusses the decision in Court of Chancery Applies Entire Fairness Standard to Stock Sale Approved By Interested Board of Directors.