Fliegler v. Lawrence
Delaware Supreme Court
361 A.2d 218 (Del. 1976)
John Lawrence acquired certain properties under a lease-option. Lawrence was the president of Agau Mines (Agau) and offered to transfer the lease option to Agau, but Agau’s board of directors determined that the acquisition would not be prudent for the corporation at the time. Instead, Lawrence and the Agau directors created the United States Antimony Corporation (USAC), and Lawrence transferred the lease option to USAC. USAC then granted Agau a long-term option to purchase USAC if it ever became financially viable for Agau. Subsequently, the Agau board of directors resolved to exercise the option and the resolution was approved by a majority of the Agau shareholders—although the majority of shares that voted in favor of exercising the option were held by directors of Agau who were also directors of USAC. In fact, only about one-third of disinterested shareholders voted. The plaintiffs brought a shareholder derivative action on behalf of Agau against the officers and directors of USAC for usurping a corporate opportunity of Agau and for wrongfully profiting by causing Agau to exercise the purchase option. The lower court found in favor of the defendants. The plaintiffs appealed.
Rule of Law
Holding and Reasoning (McNeilly, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 148,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,300 briefs, keyed to 182 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.