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.