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Sciabacucchi v. Liberty Broadband Corp.
Delaware Court of Chancery
2017 WL 2352152 (2017)
Charter Communications agreed to acquire Time Warner Cable (TWC) and Bright House Networks. As part of the acquisition, Charter signed two contracts with its largest shareholder, Liberty Broadband Corporation (defendant). The contracts issued shares and granted a proxy to Liberty. In placing the TWC and Bright House acquisitions before the shareholders, Charter tied in the shares and proxy granted to Liberty. Charter conditioned the TWC and Bright House acquisitions on the shareholders approving the Liberty contracts as well. Charter shareholders approved all three transactions. Sciabacucchi (plaintiff), a Charter shareholder, brought suit, claiming that the share issuance and proxy to Liberty violated the Charter directors’ fiduciary duties. The defendants filed a motion to dismiss, claiming that the approval by the disinterested shareholders ratified the transactions.
Rule of Law
Holding and Reasoning (Glasscock, J.)
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