Blaustein v. Lord Baltimore Capital Corporation
Delaware Supreme Court
84 A.3d 954 (2014)
- Written by David Bloom, JD
Facts
Susan M. Blaustein (plaintiff) was a minority shareholder of Lord Baltimore Capital Corporation (LBCC) (defendant), a closely held corporation. Blaustein’s shareholder agreement contained a stock-repurchase provision that provided that LBCC could repurchase Blaustein’s shares upon the approval of a majority of LBCC’s seven-member board of directors. One of the board members, Louis Thalheimer (defendant), allegedly promised that Blaustein would be permitted to sell her shares at full value after 10 years. After the 10-year period expired, Blaustein tried to sell the stock, but LBCC and Louis refused to offer the full value. Blaustein filed suit. LBCC and Louis motioned for summary judgment. Blaustein motioned to amend the complaint to assert directive and derivative claims that LBCC and Louis breached their fiduciary duties and breached the implied covenant of good faith and fair dealing by failing to appoint an independent committee to consider and negotiate the repurchase of Blaustein’s shares. The trial court granted LBCC and Louis’s motion and denied Blaustein’s motion. Blaustein appealed.
Rule of Law
Issue
Holding and Reasoning (Berger, J.)
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