Hollinger International, Inc. v. Black
Delaware Court of Chancery
844 A.2d 1022 (2004)
Conrad Black (defendant) owned a controlling block of shares in Hollinger International, Inc. (International) (plaintiff). Black and his holding company, Hollinger, Inc., had a long history of double-dealing to advance Black’s own interests at International’s expense. International’s directors increasingly bristled at Black’s underhanded conduct. To mollify the board’s restiveness, Black introduced a restructuring proposal, the centerpiece of which was a strategic process to maximize International’s value for all its shareholders. Shortly after the board approved Black’s proposal, and long before International could complete the strategic process, Black undercut the process by unveiling a plan to sell Hollinger’s stock to the Barclay brothers. The board adopted a shareholder-rights plan intended to deter the Barclay transaction and petitioned the Delaware Court of Chancery for a declaratory judgment that the rights plan was legally valid.
Rule of Law
Holding and Reasoning (Strine, J.)
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