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Coster v. UIP Companies, Inc. 300 A.3d 656 (Del. 2023)
10/31/2024 pdw
Steven Schwat and Wout Coster each owned 50% of a DC real estate company. They promised (but never finalized terms) to sell some equity to Peter Bonnell, who was a senior executive at the company. Wout passed away from leukemia, leaving his 50% stake to his widow, Marion Coster. She was struggling financially and opposed management on everything. Because there were only two equityholders and they each held 50%, there was a deadlock. The widow asked a court to appoint a custodian to break the deadlock. The board responded by issuing the long-promised shares to Bonnell, so the widow now owned only a third of the shares. She sued for violation of fiduciary duties.
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