Wednesday, February 13, 2008

Somehow, this reaks of the Russian mafia at work

Kalageorgi v. Victor Kamkin, Inc.
Delaware, 1999

Who would have thought that so many people would want to have control of a Russian book importing business. Founded in 1953, VKI is one of the largest importers of Russian books in the United States, according to the Court. Their primary supplier is a Russian trading company, who later obtained shares of VKI in 1991 (the "1991 shares"). BUT, and you know there is always a BUT, the widow of the founder failed to execute a few necessary documents, and Delaware is really, really picky about such things.

Kalageorgi later acquired Mrs. Kamkin's shares of the company; he knew that the 1991 shares were probably not valid, and he didn't seem to care until there was a falling out between Kalageorgi and his opponents, the Zabovskys. So he tried to take over the board by claiming that he was the only valid shareholder.

Were the 1991 shares valid? Will Kalageorgi defeat the Zabovskys? Tune in and find out!

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Later that same evening, we learn the following:

In Footnote 14, the Court observes with some glee that it can use Delaware's formal rules to serve the ends of equity and trounce someone who is trying to use Delaware form for nefarious purposes.

What this case shows us is that form is very important. Form triumphs and form happens to serve equity.

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