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Superior Vision Services, Inc. v. ReliaStar Life Insurance Company

Delaware Court of Chancery
2006 WL 2521426 (2006)


Pursuant to a number of stock purchase agreements, Superior Vision Services, Inc. (SVS) (plaintiff), a privately held corporation, issued shares to its investors, including ReliaStar Life Insurance Company (defendant), a holder of 44 percent of SVS’s stock. The agreements prohibited dividend payments, but provided for waiver of the prohibition with consent of at least two-thirds of the interests of the purchased securities. Because of ReliaStar’s 44-percent ownership interest, waiver could only occur with ReliaStar’s consent. The SVS board considered and approved a policy for payment of dividends. ReliaStar, however, withheld its consent to implement the policy. SVS petitioned the court for a declaration that ReliaStar breached its fiduciary duties to SVS by refusing to consent to payment of dividends. ReliaStar moved to dismiss the complaint.

Rule of Law


Holding and Reasoning (Noble, J.)

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