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Theodora Holding Corp. v. Henderson

Delaware Court of Chancery
257 A.2d 398 (Del. Ch. 1969)


Girard Henderson (defendant) had a controlling interest in Alexander Dawson, Inc. (Alexander Dawson) (defendant) and dominated its corporate affairs. The defendant's ex-wife owned a large amount of the corporations’ stock through Theodora Holding Corp. (plaintiff). Over the years, Henderson had caused Alexander Dawson to make charitable contributions to the Alexander Dawson Foundation (the Foundation), a legitimate charitable organization recognized by the Department of Internal Revenue. In 1967, Alexander Dawson had a total income of $19,144,229.06. In April of the same year, Henderson asked the board to approve a gift of company stocks valued at $528,000 to the Foundation to finance a camp for under-privileged boys. Although one director objected, Henderson got board approval of the gift by getting rid of five directors. Theodora Holding Corp. brought suit against Alexander Dawson, Inc. and Henderson in Delaware Court of Chancery, challenging the gift.

Rule of Law


Holding and Reasoning (Marvel, J.)

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