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Business Associations Keyed to LoPucki, 2nd Ed.
Benihana of Tokyo, Inc. v. Benihana, Inc.
Citation:
906 A.2d 114 (2006)Facts
Rocky Aoki founded Benihana of Tokyo, Inc. (BOT) and its subsidiary, Benihana, Inc. After pleading guilty to insider trading in 1998, Aoki transferred his BOT stock to a trust. By 2003, family conflicts arose when Aoki changed his will to give his new wife Keiko control over BOT. Simultaneously, Benihana faced financial challenges, needing approximately $56 million for a Construction and Renovation Plan. The company retained Morgan Joseph & Co. to develop financing options, who recommended issuing convertible preferred stock. After negotiations, the board approved a $20 million preferred stock issuance to BFC Financial Corporation, where Benihana director John Abdo served as vice-chairman. The transaction included terms giving BFC preemptive rights, board representation, and immediate “as if converted” voting rights. BOT sued, claiming the transaction was unauthorized and designed to dilute its voting control.
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