Benihana of Tokyo, Inc. v. Benihana, Inc.

OPINION

PARSONS, Vice Chancellor.

Plaintiff, Benihana of Tokyo, Inc. (“BOT”), seeks rescission of an agreement between Defendants Benihana Inc. (“Ben-ihana” or the “Company”) and BFC Financial Corporation (“BFC”) to issue $20 million of Benihana preferred stock to BFC (the “BFC Transaction” or “Transaction”). BOT’s complaint asserts that: (1) the BFC Transaction violated 8 Del. C. § 151 and Benihana’s Certificate of Incorporation by granting BFC shares with preemptive rights and is therefore void as ultra vires; (2) eight of Benihana’s nine directors, namely, John E. Abdo, Norman Becker, Darwin…