Ashall Homes Ltd. v. ROK Entertainment Group Inc.

OPINION

STRINE, Vice Chancellor.

I. Introduction

This dispute is between a corporation and its stockholders over whether the stockholders were tricked into making their investments in the company. The stockholders allege that the corporation’s officers promised that, in return for investing in the company, the investors would ultimately receive shares of stock in a successor U.S. company that would be SEC-registered, unrestricted, and freely-trada-ble. That promise was allegedly broken when the stockholders were issued unregistered and restricted shares after executing the necessary investment…