Theodora Holding Corp. v. Henderson

Girard Henderson (defendant) controlled Alexander Dawson, Inc. (defendant) and, over a director's objection, secured board approval (after removing five directors) for a $528,000 stock gift to the Alexander Dawson Foundation, an IRS-recognized charity, to fund a camp for underprivileged boys. Alexander Dawson had $19,144,229.06 in total income that year. Theodora Holding Corp. (plaintiff), which held stock through Henderson's ex-wife, sued to challenge the gift in the Delaware Court of Chancery.