It’s breaking my brain a little bit that this isn’t a straightforward breach of fiduciary duties to the corporation and its common stockholders. If an acquirer can deal with top management and holders of preferred shares, and scoop out the crown jewels of the corporation, then what’s even the point of using a Delaware corporation to raise capital? Might as well just form a Nevada LLC using an LLC agreement that just says “good luck.”
It’s breaking my brain a little bit that this isn’t a straightforward breach of fiduciary duties to the corporation and its common stockholders. If an acquirer can deal with top management and holders of preferred shares, and scoop out the crown jewels of the corporation, then what’s even the point of using a Delaware corporation to raise capital? Might as well just form a Nevada LLC using an LLC agreement that just says “good luck.”