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Benihana of Tokyo, Inc. v. Benihana, Inc. : ウィキペディア英語版 | Benihana of Tokyo, Inc. v. Benihana, Inc.
''Benihana of Tokyo, Inc. v. Benihana, Inc.'', (906 A.2d 114 ) (Del. Ch. 2006) was a case in the Delaware Court of Chancery between Benihana of Tokyo, Inc., and its subsidiary Benihana, Inc. that concerned the duty of loyalty between a company and its directors.〔(Benihana of Tokyo, Inc. v. Benihana, Inc., 906 A.2d 114 (Del. 2006) )〕 The court held that a Board's approval of an issuance and purchase of preferred stock was a valid exercise of its business judgment under Delaware law.〔Del. Code Ann. title 8, §§ 144(a)(1), 102(b)(3).〕 ==Facts== Benihana of Tokyo owned approximately 51% of Benihana, Inc. The latter was having financial difficulties and its directors approved an issuance of $20 million of preferred stock. A company called BFC bought the stock in a deal that was negotiated by a Benihana director. The same Benihana director was also a principal owner of BFC. After the directors approved the stock sale, Benihana of Tokyo disagreed with the sale and purchase and filed a derivative lawsuit against the directors.
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