Simons v. Cogan

WALSH, Justice:

This is an appeal from a decision of the Court of Chancery, 542 A.2d 785, granting a motion to dismiss a class action brought by Louise Simons (“Simons”), a holder of convertible subordinated debentures, against the issuing corporation, Knoll International, Inc. (“Knoll”), its controlling shareholder, Marshall S. Cogan (“Cogan”), and other related corporate constituents. Simons’ complaint asserted claims based on violations of fiduciary duty, breach of indenture and common law fraud. In granting the motion to dismiss, the Court of Chancery determined that the issuing…