Delaware Business Litigation Report

Court Of Chancery Explains When A Minority Stockholder May Have Actual Control Over A Deal

Calesa Associates, L.P. v. American Capital Ltd., C.A. 10557-VCG (February 29, 2016)

This is another in a series of decisions dealing with the allegation that a minority stockholder controlled a deal through its control of a majority of the board of directors. Its analysis of when such control is present is very helpful. It also points out that there is a Section 228 violation when stockholders are asked to sign stockholder consents without being provided with all the documents needed to understand what that consent includes.

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