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CIRRUS HOLDING CO. v. CIRRUS INDUSTRIES

C.A. No. 18978.

794 A.2d 1191 (2001)

CIRRUS HOLDING COMPANY LIMITED, a Cayman Island Company, Plaintiff, v. CIRRUS INDUSTRIES, INC., a Delaware Corporation, and Aeroglobal Capital Management, LLC, a Delaware Limited Liability Company, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: July 19, 2001.

Attorney(s) appearing for the Case

William O. LaMotte, III, William M. Lafferty, Jessica Zeldin, Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware; and Michael R. Smith, (argued), Dan S. McDevitt, John P. Brumbaugh, King & Spalding, Atlanta, Georgia, for Plaintiff, Cirrus Holding Company Limited.

David C. McBride, Bruce L. Silverstein, Danielle Gibbs, Young, Conaway, Stargatt & Taylor, Wilmington, Delaware; and Peter W. Carter, David Y. Trevor, (argued), Christopher Shaheen, Dorsey & Whitney, Minneapolis, MN, for Defendant, Cirrus Industries, Inc.

Lewis H. Lazarus, Michael A. Weidinger, Elizabeth A. Brown, Morris, James, Hitchens & Williams, Wilmington, Delaware; and Timothy C. Russell, (argued), Michael C. Wagner, Joseph J. Hamill, Jr., Spector, Gadon & Rosen, Philadelphia, Pennsylvania, for Defendant, AeroGlobal Capital Management LLC.

MEMORANDUM OPINION

LAMB, Vice Chancellor.

I. INTRODUCTION

This case involves a proposed issuance to a new investor of a majority block of stock in a Delaware corporation that, although it is not a public corporation, does not now have a majority stockholder. That transaction is embodied in a stock purchase agreement that requires a stockholder vote for its approval. That contract includes a form...

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