From our private database of 28,700+ case briefs...
Waggoner v. Laster
Delaware Supreme Court
581 A.2d 1127 (1990)
Thomas Waggoner (defendant) was the founder, chief executive officer, and president of STARR Surgical Company (STARR), which faced mounting financial difficulties. The Bank of New York, a creditor of STARR, demanded personal guarantees on $3.5 million in debt. Thomas provided the guarantees. In exchange, STARR’s other board members—LaMar Laster, John Ford, Howard Silverman, and Peter Utrata (the other board members) (defendants)—issued convertible preferred stock to Thomas, apparently for the purpose of conferring supermajority voting rights, though STARR’s certificate of incorporation made no mention of voting rights. STARR’s financial difficulties worsened. The board considered merger proposals from two companies, Vision Technologies, Inc., and Chiron Corp. Although the board unanimously agreed to move forward with the Vision Technologies proposal, Thomas continued to negotiate with Chiron in private. When the other board members learned of these private negotiations, they agreed to remove Thomas from the board. However, before a vote could be taken, Thomas exercised his supposed supermajority voting rights to remove the other board members from the board and install his wife, Patricia (defendant), as a board member. The other board members brought an action in the Delaware Chancery Court to determine the lawful board membership and enjoin Thomas and Patricia from finalizing the Chiron transaction. The court ruled that STARR’s certificate of incorporation provided no authority to issue preferred stock with supermajority voting rights, thus invalidating Thomas’s attempt to vote out the other board members. Thomas and Patricia appealed. The Delaware Supreme Court granted certiorari.
Rule of Law
Holding and Reasoning (Moore, J.)
What to do next…
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 546,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.Unlock this case briefRead our student testimonials
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.Learn about our approachRead more about Quimbee
Here's why 546,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 28,700 briefs, keyed to 984 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.