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Corporations Keyed to Hazen
Lacos Land Co. v. Arden Group, Inc.
Citation:
517 A.2d 271 (Del.Ch.1986)Facts
Plaintiff is an Arden stockholder owning 4.5% of Arden’s Class A common stock. Defendants are members of Arden’s board of directors. Pending is an application to preliminarily enjoin the issuance of Class B common stock which was originally scheduled to occur on July 18, 1986, but which has been delayed by the defendants. The new supervoting common stock whose issuance is sought to be enjoined will differ from Arden’s other authorized class of common stock, Class A common stock, most importantly, in its enhanced voting power, its diminished dividend rights and in restrictions upon its transfer. Specifically, with respect to voting rights, the recent charter amendment provides that on every matter submitted to a vote or consent of the stockholder, every holder of Class A common stock shall be entitled to one vote for each and every holder of Class B common stock shall be entitled to 10 votes for each share.
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