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Business Associations Keyed to Bainbridge
Benihana of Tokyo, Inc. v. Benihana, Inc.
Citation:906 A.2d 114 (Del. 2006)
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- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
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Rocky Aoki founded Benihana of Tokyo ad its subsidiary, Benihana. Benihana, a Delaware corporation, has two classes of common stock. Before the transaction at issue, BOT (Benihana of Tokyo, Inc.) owned 50.9% of the common stock and 2% of the Class A stock. The children of Aoki were upset to learn that Aoki had changed his will to give Keiko control over BOT. On January 9, 2004, Fred Joseph, of Morgan Joseph, met with Schwartz and the board’s executive committee. Joseph gave the directors a board book, marked “Confidential,” containing an analysis of the proposed stock issuance. Abdo contacted Joseph and told him that BFC Financial Corporation was interested in buying the stock. On April, 2004, Abdo sent a memorandum to three members of the executive committee, listing the agreed terms of the transaction, but he did not sent it to any other board members of Benihana. On June 8, 2004, Benihana and BFC executed the Stock Purchase Agreement. On June 11, the board met and approved resolutions ratifying the execution of the agreement and authorizing the stock issuance. BOT filed this action against all of Benihana’s directors, alleging breach of fiduciary duties and against BFC, alleging that it aided and abetted the fiduciary violations.
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