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Business Organizations Keyed to Allen
Speiser v. Baker
Citation:
525 A.2d 1001 (Del. Ch. 1987).Facts
Health Chem was a publicly traded company in which the public held 40%, Speiser 10%, Baker 8%, and Health Med 42% of all stock. Chem, through a wholly owned subsidiary Medallion Corp, owned 95% of the equity in and convertible preferred stock in Health Med. Speiser and Baker each held 50% of the common stock in Health Med and 45% of the vote. In its stocks’ unconverted form, Chem held only 9% of the vote. Through this circular ownership structure, Speiser and Baker were able to control Chem while owning less than 35% of the equity in the company.
Speiser and Baker had a falling out and Speiser called various times for an annual meeting, allegedly to out Baker as a director of the corporation. However, Baker’s refusal to attend the meetings caused quorum to fail leading to this action.
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