Marciano v. Nakash
Supreme Court of Delaware
535 A.2d 400 (1987)
The Nakash (plaintiffs) and Marciano (defendants) families equally owned Gasoline, Ltd., which entered custodial status due to board deadlock; the Nakashes made $2.5 million in undisputedly self-interested loans to Gasoline that couldn't receive board or shareholder ratification because of the deadlock. The Court of Chancery validated the loans as fair and enforceable debts in liquidation proceedings despite their self-dealing origin, and the Marcianos argued the transactions were per se voidable regardless of fairness, or alternatively that the Nakashes failed to prove fairness.
Whether, where state law permits a corporation to engage in an interested-director transaction if ratified by stockholders or the board, and the transaction is not ratified, the transaction is per se voidable.