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BLAUSTEIN v. LORD BALTIMORE CAPITAL CORP.

No. 272, 2013.

84 A.3d 954 (2014)

Susan M. BLAUSTEIN; Hilda K. Blaustein Trust, F/B/O Susan M. Blaustein, U/A Dated 8/2/72, by and through its Trustee Susan M. Blaustein; Morton K. Blaustein Trust U/W Item XVII-A F/B/O Susan M. Blaustein, by and through its Trustee Susan M. Blaustein; Morton K. Blaustein Trust U/W Item XVII-B F/B/O Susan M. Blaustein, by and through its Trustee Susan M. Blaustein; Morton K. Blaustein Trust U/W Item XVII-C F/B/O Susan M. Blaustein, by and through its Trustee Susan M. Blaustein; and Morton K. Blaustein Trust U/W Item XVIII-C F/B/O Susan M. Blaustein, by and through its Trustee Susan M. Blaustein, Plaintiffs Below, Appellants, v. LORD BALTIMORE CAPITAL CORPORATION and Louis B. Thalheimer, Defendants Below, Appellees.

Supreme Court of Delaware.

Decided: January 21, 2014.

Attorney(s) appearing for the Case

Peter J. Walsh, Jr., Esquire , Matthew D. Stachel, Esquire , Potter Anderson & Corroon LLP, Wilmington, Delaware; Of Counsel: Nicholas T. Christakos, Esquire (argued) and Ronald R. Massumi, Esquire , Sutherland Asbill & Brennan LLP, Washington, D.C. for Appellants.

S. Mark Hurd, Esquire (argued) and Adam M. Kress, Esquire , Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware, for Appellee Lord Baltimore Capital Corporation.

John L. Reed, Esquire , DLA Piper LLP (US), Wilmington, Delaware, for Appellee Louis B. Thalheimer.

Before HOLLAND, BERGER, JACOBS and RIDGELY, Justices and WITHAM, Judge, constituting the Court en Banc.

BERGER, Justice:

In this appeal we consider whether a minority stockholder in a closely held corporation has a right to a non-conflicted board decision on whether to repurchase her shares. The stockholder argues that such a right exists, both under common law fiduciary duty principles and under the implied covenant of good faith and fair dealing. The Court of Chancery found that the common law does not impose any duties on directors of closely held corporations to...

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