Coster v. UIP Companies Inc., 255 A.3d 952 (Del. 2021)

— A.3d. –, 2021 WL 2644094, at *1 (Del. June 28, 2021) (en banc)

Max Walton successfully obtained reversal of a Court of Chancery decision in a corporate control and stock sale suit.   The Delaware Supreme Court held that even if the court finds that a board acted in good faith when it approves a stock sale to an interested director, if the stock sale is for the primary purpose of interfering with statutory or voting rights of the shareholders, such a stock sale will only survive scrutiny if the board can demonstrate a compelling justification for the sale.  The court went on to hold that a stock sale at an entirely fair price did not substitute for further equitable review.

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