HB Korenaes Investments, L.P. v. Marriott Corporation

1993 WL 205040 (1993)

From our private database of 45,900+ case briefs, written and edited by humans—never with AI.

HB Korenaes Investments, L.P. v. Marriott Corporation

Delaware Court of Chancery
1993 WL 205040 (1993)

Facts

Marriott Corporation (defendant) planned to transfer its profitable hotel business to a spin-off company, Marriott International, Inc. The plan called for Marriott to distribute a special dividend of Marriott International common stock, which itself paid dividends, to holders of Marriott common stock. Although Marriott was obligated to pay dividends to preferred stockholders before paying any dividend to its common stockholders, the preferred stockholders were excluded from the planned special dividend, and their regular dividend was indefinitely discontinued. The certificate of designation for the preferred stock provided a right to conversion to common stock at a price that could be adjusted in the event of a distribution of assets to holders of the common stock. Four institutional investors holding a majority of the Marriott preferred stock (the preferred stockholders) (plaintiffs) brought an action against Marriott and its directors (defendants) in the Delaware Court of Chancery. The first count of the preferred stockholders’ action alleged a breach of Marriott and its directors’ fiduciary duties of loyalty and good faith and fair dealing to the preferred stockholders. Marriott and its directors moved for dismissal.

Rule of Law

Issue

Holding and Reasoning (Allen, 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 734,000 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 734,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 45,900 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 734,000 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
  • 45,900 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