eBay Domestic Holdings, Inc. v. Newmark
Delaware Court of Chancery
16 A.3d 1 (2010)
Craig Newmark (Craig) and James Buckmaster (Jim) (defendants) owned approximately 71.6 percent of the shares of craigslist, Inc. (craigslist). eBay Domestic Holdings, Inc. (eBay) (plaintiff) owned the remaining 28.4 percent. Craig and Jim strongly wished to maintain craigslist as a community service, as opposed to a profit-making corporation. eBay wanted craigslist to earn a profit. Craig and Jim entered into a voting agreement, forming a group that could elect a majority of craigslist’s board of directors. Craig and Jim were concerned that after they passed away their heirs would sell inherited craigslist shares to eBay, resulting in a change to Craig and Jim’s desired community-service culture. To protect against this possibility, Craig and Jim implemented a stockholder rights plan. eBay brought suit claiming that Craig and Jim violated their fiduciary duties to eBay by implementing the rights plan.
Rule of Law
Holding and Reasoning (Chandler, J.)
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