Quimbee logo
DMCA.com Protection Status
From our private database of 18,800+ case briefs...

Malpiede v. Townson

Supreme Court of Delaware
780 A.2d 1075 (2001)



Frederick’s of Hollywood (Frederick) was the target of a bidding contest between Knightsbridge Capital Corporation (Knightsbridge) and two other suitors. After several rounds of bidding, Knightsbridge made an offer of $7.75 per share on September 6, 1997. The offer was conditioned on Frederick’s accepting strict limitations on its ability to entertain other offers. Frederick’s board unanimously accepted Knightsbridge’s terms. On September 11, 1997, Veritas, Inc. made an offer of $9 per share. Frederick’s board rejected the offer, citing the agreed-upon restrictions among other factors. Knightsbridge ultimately completed the merger and acquired Frederick. Frederick’s articles of incorporation included an exculpatory provision pursuant to Delaware General Corporation Law (DCL) § 102(b)(7). The provision shield its directors from personal liability provided they have not acted in bad faith or breached their duty of loyalty to the corporation. Disaffected Frederick shareholders (plaintiffs) sued the directors of Frederick, arguing that they breached their fiduciary duty. They asserted that one of the four directors received improper personal benefits from the transaction, and that together they improperly favored Knightsbridge over other bidders. The trial court dismissed the suit for failure to state a claim, ruling that the directors were shielded by the exculpatory provision. The shareholders appealed.

Rule of Law


Holding and Reasoning (Veasey, 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 498,000 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.

  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. Read more about Quimbee.

Here's why 498,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 18,800 briefs, keyed to 985 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.

Questions & Answers

Have a question about this case?

Sign up for a free 7-day trial and ask it

Sign up for a FREE 7-day trial