Marciano v. Nakash

In Marciano v. Nakash (Del. 1987) 535 A.2d 400, the Delaware Supreme Court upheld the lower court's finding that loans to a corporation made by defendants who owned 50 percent of the corporation passed the entire fairness test based on evidence that (1) the defendants made the loans with the bona fide intention of helping the corporation to remain in business; (2) the defendants were not depriving the corporation of a business opportunity but were providing it a benefit unavailable elsewhere; and (3) the terms of the loans compared favorably to those previously imposed by a bank. (Id. at p. 405.)