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Cooke v. Oolie

Delaware Court of Chancery
2000 Del. Ch. LEXIS 89 (May 24, 2009)


Facts

Sam Oolie and Morton Salkind (defendants) were directors of The Nostalgia Network, Inc. (TNN). Salkind and Oolie were also creditors of TNN. Oolie and Salkind were in favor of an acquisition proposal known as the USA deal. Cooke and other TNN shareholders (plaintiffs) claim that Oolie and Salkind were interested in the USA deal, because it safeguarded their position as creditors of TNN. The plaintiffs argue that other acquisition proposals were more valuable to TNN, but that Oolie and Salkind breached their fiduciary duty of loyalty by pursuing the deal that served their personal interests. TNN’s two other directors, who had no interest in the deal whatsoever, voted to pursue the USA deal as well. The plaintiffs sued in the Delaware Court of Chancery and were granted discovery on the issue of breach of duty. Oolie and Salkind moved for summary judgment.

Rule of Law

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Issue

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Holding and Reasoning (Chandler, J.)

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  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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