Harff v. Kerkorian

This appeal arises in a combined derivative and class action brought by holders of convertible subordinate debentures against the corporation and its directors, claiming damages for wrongful declaration of dividend. The Court of Chancery dismissed the derivative action and granted summary judgment in favor of the defendants in the class action. See Opinion below at 324 A. 2d 215. The plaintiffs appeal both rulings.

I

The Court of Chancery ruled that debenture holders lack standing under Delaware law to sue derivatively because they are not “stockholders” under 8 Del.C. § 327. We affirm that…