Robert Strougo v. Aaron P. Hollander

OPINION

BOUCHARD, C.

I. INTRODUCTION

This action involves determining whether a Delaware corporation’s non-reciprocal fee-shifting bylaw (the “Bylaw”) applies to a former stockholder’s challenge to the fairness of a 10,000-to-l reverse stock split (the “Reverse Stock Split”) that the corporation undertook at the behest of its Chief Executive Officer and controlling stockholder in order to take the company private.

On May 30, 2014, defendant First Aviation Services, Inc. (“First Aviation” or the “Company”) completed the Reverse Stock Split, which had the effect of involuntarily cashing out the…