Lacos Land Co v Arden Group, Inc, 517 A 2d 271 (Del Ch 1986) is a US corporate law case, concerning coercive tactics by a board of directors in pursuing charter amendments.
A new class B with ten votes per share, entitled to elect 75% of the Arden board was proposed by the major shareholder and CEO, Bernard Briskin.
Although Briskin could have been acting selfishly or selflessly, the vote was still... fatally flawed by the implied (indeed, the expressed) threats that unless the proposed amendments were authorized, he would oppose transactions "which could be determined by the Board of Directors to be in the best interests of all of the shareholders".
He noted that Mr Briskin's tenure had been 'active and effective' because though no dividends had been paid since 1970 the stock price had risen steadily from $1 to $25 per share.
The primary inquiry therefore is whether the Arden shareholders have effectively exercised their will to amend the Company's restated certificate of incorporation so as to authorize the implementation of the dual class common stock structure.