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Corporations Keyed to Rhee
Gantler v. Stephens
Citation:
965 A.2d 695 (Del. 2009)Facts
First Niles’ sole asset was its 100 percent ownership of Home Federal Savings and Loan Association of Niles. Its board resolved in August 2004 to put the firm up for sale and retained a local investment bank, Keefe, Bruyette & Woods as well as a law firm, Silver, Freedman & Taft. On June 19, the board voted unanimously to amend the company’s certificate of incorporation to reclassify the shares held by owners of 300 or fewer shares of common stock into shares of Series A preferred stock that would have the features and terms described in the Privatization Proposal. In the meantime, the board rejected a bid from First Place and terminated the Sales Process. The board decided not to pursue a merger opportunity.
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