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KALAGEORGI v. VICTOR KAMKIN, INC.

Civil Action No. 17111.

750 A.2d 531 (1999)

Igor KALAGEORGI, Plaintiff, v. VICTOR KAMKIN, INC., Anatoly Zabavsky, Andrew Zabavsky, Vladimir R. Gonchar, James Beale, Natalie Zabavsky, Kira J. Caiafa and Desanka Zabavsky.

Court of Chancery of Delaware, New Castle County.

Decided: September 9, 1999.

Revised: September 10, 1999.

Attorney(s) appearing for the Case

Michael Hanrahan and Paul Fioravanti, Jr., of Prickett, Jones, Elliott & Kristol, Wilmington, Delaware, for Plaintiff.

Edward M. McNally, of Morris, James, Hitchens & Williams, Wilmington, Delaware, for Defendants.

OPINION

JACOBS, Vice Chancellor.

The dispute in this action brought under 8 Del. C. § 225 is over who constitutes the lawful board of directors and officers of Victor Kamkin, Inc., a Delaware corporation ("VKI" or the "Company"). That question turns on whether the issuance of the VKI stock voted by the defendants at the Company's February 24, 1999 annual stockholders meeting had been validly authorized by the VKI board. If it was, then...

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