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DE Chancery Enjoins Board in Potential Stockholder Dilution Scheme

By Brett M. McCartney
May 02, 2015

Directors and officers of struggling corporations seeking capital or startups willing to trade equity for cash should carefully read the Delaware Court of Chancery's recent transcript ruling in Elite Horse Investments Ltd. v. T3 Motion, C.A. No. 10550-CB (Del. Ch. Jan. 23, 2015), and consider it a cautionary tale. If control of a business can be purchased, sitting directors and officers should not be surprised when the new controlling stockholder or control group installs its own directors and replaces management. Moreover, directors and officers should think long and hard before attempting defensive measures aimed at protecting their positions or other entrenchment motives. As discussed below, the Court of Chancery will not hesitate in enjoining such conduct.

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