Hollinger, Inc. v. Hollinger International, Inc.
Delaware Court of Chancery
858 A.2d 342 (Del. Ch. 2004)
Hollinger International (defendant) owned two major, similarly valuable newspaper businesses, Telegraph Group and Chicago Group, with Telegraph arguably somewhat more valuable. When International agreed to sell Telegraph to a third party, majority voting shareholder Hollinger, Inc. (plaintiff), which controlled 68% of the vote, sought a preliminary injunction, arguing the sale amounted to a sale of substantially all of International's assets and therefore legally required shareholder approval that had not been obtained.
Whether the sale of one of two comparably valuable corporate business assets constitutes a sale of substantially all of the corporation's assets, requiring shareholder approval.