Lipton v. News Intl., Plc
In Lipton v. News Intl., Plc., 514 A.2d 1075, 1079 (Del. 1986), a stockholder began acquiring shares in the Defendant corporation in order to gain control of it. In response, the Defendant corporation agreed to an exchange of shares with a friendly buyer. Due to the exchange, and a supermajority voting requirement concerning certain stockholder actions, the management of the Defendant corporation acquired veto power over any change in management. Id. at 1077.
In Lipton, the Supreme Court of Delaware applied the older "special injury" test to determine whether the complaint stated a derivative or individual claim. It found a "special injury" because the board's manipulation of the corporate stock resulted in an injury to the Plaintiff that was unlike the injury suffered by other stockholders. Id. at 1079.
The Plaintiff in Lipton was actively seeking to gain control of the Defendant corporation.