CDX Holdings, Inc. v. Fox

HOLLAND, Justice,

for the Majority:

Caris Life Sciences, Inc. (“Caris”) was a privately held Delaware corporation. Through subsidiaries, it operated three business units: Caris Diagnostics, Target-Now, and Carisome. Caris Diagnostics was consistently profitable. TargetNow generated revenue but not profits. Cari-some was in the developmental stage.

To achieve the dual goals of securing financing for TargetNow and Carisome and generating a return for its stockholders, Caris sold Caris Diagnostics to Miraca Holdings, Inc. (“Miraca”). To minimize taxes, the transaction was structured using a…