For Your Data Klang V. Smith's Nutrient & Drug Centers, Inc. Illustration Brief
February 07, 2016
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Klang v. Smith's Food & Drug Centers, Inc. illustration brief summary
702 A.2d 150 (1997)
CASE FACTS
A corporation repurchased its shares inwards a transaction amongst a 3rd party. The shareholder contended that the corporation's repurchase of shares violated the statutory prohibition against the harm of working capital missive of the alphabet gear upward forth in Del. Code Ann. tit. 8, § 160. The shareholder besides claimed that the board of directors violated their fiduciary duty of candor past times failing to reveal textile facts prior to seeking stockholder blessing of the transactions inwards question.
DISCUSSION
CONCLUSION
The courtroom affirmed the asset that the corporation did non impair its corporate working capital missive of the alphabet inwards violation of statutory police when it repurchased its shares. The courtroom besides affirmed the decision that the corporation's directors did non breach their fiduciary duty to a shareholder.
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702 A.2d 150 (1997)
CASE SYNOPSIS
Plaintiff shape activeness shareholder sought review of a judgment of the Court of Chancery of the State of Delaware inwards New Castle County, which determined that accused corporation did non violate Del. Code Ann. tit. 8, § 160 by impairing its working capital missive of the alphabet when it repurchased shares inwards a transaction amongst a 3rd party.CASE FACTS
A corporation repurchased its shares inwards a transaction amongst a 3rd party. The shareholder contended that the corporation's repurchase of shares violated the statutory prohibition against the harm of working capital missive of the alphabet gear upward forth in Del. Code Ann. tit. 8, § 160. The shareholder besides claimed that the board of directors violated their fiduciary duty of candor past times failing to reveal textile facts prior to seeking stockholder blessing of the transactions inwards question.
DISCUSSION
- The courtroom disagreed together with affirmed the judgment of the lower court.
- The courtroom held that the lower courtroom was right inwards finding that at that spot was no harm of working capital missive of the alphabet together with at that spot were no disclosure violations.
- The courtroom noted that the corporation did non dispute that its corporate books showed a negative internet worth exactly argued that the corporations had the presumptive right to revalue its assets.
- The courtroom agreed together with noted that the corporate books did non necessarily reverberate the electrical current values of its assets together with liabilities.
- Finally, the courtroom held that the board of director's were non required to brand disclosures to shareholders concerning the transaction together with did non violate their fiduciary duties.
CONCLUSION
The courtroom affirmed the asset that the corporation did non impair its corporate working capital missive of the alphabet inwards violation of statutory police when it repurchased its shares. The courtroom besides affirmed the decision that the corporation's directors did non breach their fiduciary duty to a shareholder.
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