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Case Citations [1] (Spring 2025)

handle is hein.ali/alicgv0103 and id is 1 raw text is: THE AMERICAN LAW INSTITUTE Spring 2025 Citations PRINCIPLES OF CORPORATE GOVERNANCE: ANALYSIS AND RECOMMENDATIONS PART I. DEFINITIONS § 1.10. Controlling Shareholder Del.Ch.2024. Subsec. (a) quot. in ftn. In consolidated class actions, minority stockholders in a public company sued majority stockholder of the company, alleging that defendant breached his fiduciary duties to plaintiffs and the company by using his voting power to block a plan to liquidate a failing portion of the company and to enter an agreement with the company's board to purchase plaintiffs' interests in the company at an unfair price. After a bench trial, this court held, among other things, that, because defendant owned over half of the company's voting power and was a controlling stockholder under Principles of Corporate Governance: Analysis and Recommendations § 1.10, he owed fiduciary duties to plaintiffs and the company. The court reasoned that, while defendant had a legitimate objective when voting to block the proposed liquidation plan, his actions created a situation in which the subsequently negotiated transaction was not entirely fair to plaintiffs. In re Sears Hometown and Outlet Stores, Inc. Stockholder Litigation, 309 A.3d 474, 505. COPYRIGHT 02025 By THE AMERICAN LAW INSTITUTE All rights reserved Printed in the United States of America For earlier citations, see the Appendices, Supplements, or Pocket Parts, if any, that correspond to the subject matter under examination.