Quimbee logo
DMCA.com Protection Status

Giuricich v Emtrol Corp.

449 A.2d 232 (1982)

Case BriefRelatedOptions
From our private database of 35,600+ case briefs...

Giuricich v Emtrol Corp.

Delaware Supreme Court

449 A.2d 232 (1982)

Facts

Emtrol Corporation was created by two persons who were to be officers of Emtrol (the officers) and by Continental Boilerworks, Inc. (Continental) (defendant). The officers would supply technical expertise for Emtrol, and Continental would supply the capital. Upon the creation of Emtrol, Continental received 80 percent of the shares, and the officers received 20 percent of the shares. However, if Emtrol were to become profitable, the officers each would be able to obtain an additional 15 percent of the stock. Because Continental owned more shares, the agreement between the parties granted Continental control of Emtrol’s board of directors. Once Emtrol was profitable, the officers exercised their options to purchase the stock, and together they then owned 50 percent of Emtrol. The officers requested that the board of directors be restructured to reflect their 50 percent interest in Emtrol, but that request was denied. Following this, officers and Continental had many disputes over how to run Emtrol, including Continental expanding the board of directors from five members to seven and appointing familial relatives of people who worked for Continental to fill those positions, causing the officers to be outvoted five to two. The officers filed suit, requesting that the chancery court appoint a custodian due to the deadlock of the shareholders. The chancery court denied the officers’ request, finding that although there was a shareholder deadlock preventing the election of successor directors, there was no irreparable injury to the officers’ interests as stockholders and Emtrol had not suffered because of the shareholder deadlock. The officers appealed to the Delaware Supreme Court. Continental argued their goal in maintaining control of the board of directors was to have the upper hand in compensation negotiations with the officers.

Rule of Law

Issue

Holding and Reasoning (Herrmann, C.J.)

What to do next…

  1. 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 618,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.

    Unlock this case briefRead our student testimonials
  2. 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.

    Learn about our approachRead more about Quimbee

Here's why 618,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 35,600 briefs, keyed to 984 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.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 618,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 35,600 briefs - keyed to 984 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership