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Delaware Supreme Court Holds Corporation to Be Without Injury and Without a Claim in Breach of Contract Case Resulting from Merger Agreement

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Inicio Perspectivas Delaware Supreme Court Holds Corporation to Be Without Injury and Without a Claim in Breach of Contract Case Resulting from Merger Agreement

The Delaware Supreme Court held in HLSP Holdings Corp. v. Fortune Management Inc., No. 374, 2009, 2010 WL 528470 (Del. Feb. 15, 2010), that shareholders of a corporation, not the corporation itself, suffered any injury caused by Fortune Management Inc. ("Fortune"), when Fortune failed to timely register stock it agreed to transfer to HLSP Holdings Corp. ("HLSP") shareholders pursuant to a merger agreement. Accordingly, the Supreme Court rejected HLSP's breach of contract claim and affirmed the Superior Court's grant of summary judgment in favor of Fortune. The Delaware Supreme Court confirmed that such a claim must be brought by the shareholders and not the corporation.

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