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Lacos Land Co v. Arden Group Inc

Lacos Land Co v Arden Group, Inc, 517 A 2d 271 (Del Ch 1986) is a US corporate law case, concerning coercive tactics by a board of directors in pursuing charter amendments.

Lacos Land Co v Arden Group, Inc

Delaware Court of Chancery

517 A 2d 271 (Del Ch 1986)

Facts[edit]

A new class B with ten votes per share, entitled to elect 75% of the Arden board was proposed by the major shareholder and CEO, Bernard Briskin. B shares would have reduced dividend rights and limits on transfers. All Arden shareholders could exchange their common shares for the new class B shares. Lacos Land Co sought an injunction, arguing it was merely a device to transfer control to Mr Briskin, because only Mr Briskin would be likely to take up the offer. 64% of votes were in favour, 14% were against from common stock and 74% in favour of preferred stock, half of which was on direction by management.

US corporate law

JH Choper, JC Coffee and RJ Gilson, Cases and Materials on Corporations (6th edn Aspen 2004) 590