Nixon v. Blackwell, 626 A.2d 1366 (1992) p.325

SUBJECT

distributing corporate control

FACTS

Employees had option of whether to take stock or cash. All took cash. This made it so that the prior employees were unable to cash out. They had no way of getting rid of their class B stock.

HOLDING

The defendants have met their burden of establishing the entire fairness of their dealings with the non employee Class B stockholders and are entitled to judgment. Plaintiff's claim is without merit. The entire fairness test is applicable in reviewing the actions of the defendants in establishing and implementing the key man life insurance policy.

RATIONAL

Fair does not necessarily mean equal. Fine for courts to set up pension arrangements for benefits of the employees.

Created on: Friday, October 22, 1999 at 12:22:10 (PDT)