Sagarra Inversiones, S.L. v. Cementos Portland Valderrivas, S.A.

JACOBS, Justice:

The appellant, Sagarra Inversiones, S.L. (“Sagarra”), a Spanish corporation, is a minority shareholder of Corporación Uni-land S.A. (“Uniland”), also a Spanish corporation. Sagarra brought a Court of Chancery action to rescind the sale, by Cementos Portland Valderrivas (“CPV”), of Giant Cement Holdings, Inc. (“Giant”), to Uniland. CPV was the controlling stockholder of both Giant and Uniland. Sagarra purported to sue derivatively on behalf of a wholly-owned Delaware subsidiary of Uniland, Uniland Acquisition Corp. (“UAC”), which was specifically created as the vehicle to…