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Business Organizations Keyed to Allen
Sinclair Oil Corp. v. Levien
Citation:
280 A.2d 717 (Del. 1971).Facts
Sinclair is in the business of exploring for, producing, and marketing oil. Sinclair has various subsidiary companies also in this business, including Sinven. Sinven was incorporated in 1922 and, since 1959, operated exclusively in Venezuela. Sinclair owned 97% of Sinven’s stock and the plaintiff owned 3,000 of 120,000 publicly held shares. As the majority shareholder, Sinclair nominated all of Sinven’s board of directors, of whom all were officers, directors or employees of Sinclair. From 1960 to 1966, Sinven paid out $108,000,000 in dividends, $38,000,000 in excess of Sinven’s earnings during that time period. Additionally, during that same time period no efforts were made to expand Sinven’s operations.
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