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In the Matter of Kenneth Cole Productions, Inc., Shareholder Litigation-------------------------------Erie County Employees Retirement System, Appellant,v.Michael J. Blitzer, et al., Respondents, Marlin Equities VII, LLC, Defendant.

Brief

44 Cited authorities

  1. Brehm v. Eisner

    26 Del. 3 (Del. 2000)   Cited 1,141 times   17 Legal Analyses
    Holding that the Delaware Supreme Court reviews de novo all demand futility rulings by the Delaware Court of Chancery

  2. Aronson v. Lewis

    473 A.2d 805 (Del. 1984)   Cited 1,584 times   64 Legal Analyses
    Holding that plaintiff must demonstrate that directors were beholden to controlling person

  3. Pepper v. Litton

    308 U.S. 295 (1939)   Cited 1,854 times   9 Legal Analyses
    Holding that bankruptcy court has equitable power to disallow or subordinate state judgment

  4. Beam v. Stewart

    845 A.2d 1040 (Del. 2004)   Cited 475 times   11 Legal Analyses
    Holding that Martha Stewart's 94% interest in the corporation whose board she chaired was insufficient to excuse demand because " stockholder's control of a corporation does not excuse presuit demand on the board without particularized allegations of relationships between the directors and the controlling stockholder demonstrating that the directors are beholden to the stockholder."

  5. Weinberger v. UOP, Inc.

    457 A.2d 701 (Del. 1983)   Cited 738 times   15 Legal Analyses
    Holding that officers of parent corporation faced conflict of interest when acting as subsidiary directors regarding transaction with parent because officers were dual fiduciaries at the time of the transaction

  6. 40 West 67th Street Corp. v. Pullman

    100 N.Y.2d 147 (N.Y. 2003)   Cited 263 times   1 Legal Analyses
    Finding that "relationships among shareholders in cooperatives are sufficiently distinct from traditional landlord-tenant relationships" and that courts should not look behind proper board votes

  7. Auerbach v. Bennett

    47 N.Y.2d 619 (N.Y. 1979)   Cited 536 times   14 Legal Analyses
    Finding that "committee promptly engaged eminent special counsel to guide its deliberations and to advise it"

  8. Kahn v. Lynch Communication Systems

    638 A.2d 1110 (Del. 1994)   Cited 328 times   28 Legal Analyses
    Holding that a stockholder who owns a majority interest in or exercises control over the business affairs of the corporation owes fiduciary duties to its fellow stockholders

  9. Kahn v. M&F Worldwide Corp.

    88 A.3d 635 (Del. 2014)   Cited 156 times   100 Legal Analyses
    Holding that the business judgment standard of review governs squeeze-out mergers between a controlling stockholder and its subsidiary only where the merger is "conditioned ab initio upon both the approval of an independent, adequately-empowered Special Committee that fulfills its duty of care; and the uncoerced, informed vote of a majority of minority stockholders."

  10. Rosenblatt v. Getty Oil Co.

    493 A.2d 929 (Del. 1985)   Cited 300 times   2 Legal Analyses
    Holding that a controller was not required to disclose a financial projection prepared by its own financial officer

  11. Section 220 - Inspection of books and records

    Del. Code tit. 8 § 220   Cited 682 times   97 Legal Analyses
    Defining subsidiary as “any entity directly or indirectly owned, in whole or in part, by the corporation of which the stockholder is a stockholder and over the affairs of which the corporation directly or indirectly exercises control, and includes, without limitation , corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, statutory trusts and/or joint ventures”

  12. Section 262 - Appraisal rights [for application of this section, see section 17; 82 del. laws, c. 45, section 23; 82 del. laws, c. 256, section 24; and 83 del. laws, c. 377, section 22]

    Del. Code tit. 8 § 262   Cited 376 times   37 Legal Analyses
    Granting appraisal rights