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Corporations Keyed to Hazen
Sinclair Oil Corp. v. Levien
Citation:
280 A.2d 717 (Del.1971)Facts
Sinclair, operating primarily as a holding company, is in the business of exploring for oil and for producing and marketing crude oil and oil products. It owned about 97% of Sinven’s stock. The plaintiff owns about 3000 of 120,000 publicly held shares of Sinven. Sinclair nominates all members of Sinven’s board of directors. From 1960 through 1966, Sinven paid out $108,000,000 in dividends. The plaintiff attacks these dividends on the ground that they resulted from an improper motive – Sinclair’s need for cash. The Chancellor, applying the intrinsic fairness standard, held that Sinclair did not sustain its burden of proving that these dividends were intrinsically fair to the minority stockholders of Sinven.
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