Business Associations Keyed to Hamilton
Marciano v. Nakash
Facts
Gasoline, Ltd. was a Delaware corporation, with 50 percent of its shares owned by the Marciano (Plaintiff) faction and 50 percent by the Nakash (Defendant) faction. Each faction had three seats for a total of six members on the board. During Gasoline’s lifetime, the Nakashes (Defendant) extended a loan to Gasoline. Eventually, Gasoline became insolvent. Nakashes (Defendant) made a claim against the insolvent estate. The Marcianos (Plaintiff), arguing it was voidable per se as an interested transaction not approved by a majority of shareholders, challenged the claim. The Chancery Court validated the loan as inherently fair. Plaintiff appealed.
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