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Business Organizations Keyed to Chasalow, 3rd Ed.
Benihana of Tokyo, Inc. v. Benihana, Inc.
Citation:
906 A.2d 114 (2006)Facts
Benihana, Inc. was founded by Rocky Aoki, who transferred his ownership to the Benihana Protective Trust after pleading guilty to insider trading. Benihana had two classes of common stock, with BOT owning 50.9% of the Common stock, which had greater voting power. In 2003, conflicts arose in the Aoki family while Benihana faced financial challenges, needing approximately $56 million for a Construction and Renovation Plan. After evaluating financing options, the board approved a $20 million preferred stock issuance to BFC Financial Corporation. The transaction included preemptive rights and “as if converted” voting rights, which would dilute BOT’s voting control. John Abdo, a Benihana director, was also a principal of BFC and participated in negotiating the transaction. BOT challenged the transaction, arguing that the certificate of incorporation prohibited preemptive rights and that the board’s primary purpose was to dilute BOT’s voting control.
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