Haywood v. AmBase Corp.

2005 WL 2130614 (2005)

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Haywood v. AmBase Corp.

Delaware Court of Chancery
2005 WL 2130614 (2005)

Facts

George Haywood and Denis Cronin (plaintiffs) were common shareholders in AmBase Corporation (AmBase) (defendant). AmBase’s chief executive officer, president, and chairman was Richard Bianco. AmBase had owned and operated a savings and loan company until the United States government put this company into receivership, after which AmBase’s primary business became suing the United States government for damages related to that action. Bianco’s compensation from AmBase comprised a salary, bonuses, stock options, and a pension. Bianco’s total annual compensation was approximately 10 percent of AmBase’s value as measured by its market capitalization. Haywood and Cronin, believing Bianco’s compensation to be excessive, made written demands to AmBase to inspect its books to investigate possible wrongdoing in relation to Bianco’s compensation. AmBase refused, and Haywood and Cronin sued, alleging that they were entitled to inspect the documents pursuant to § 220 of the Delaware General Corporate Law.

Rule of Law

Issue

Holding and Reasoning (Parsons, J.)

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