Gentile v. Rosette


03/31/08 – 04/03/08


The Plaintiffs, former shareholders of SinglePoint, which merged into a subsidiary of Cofiniti, Inc. in 2000, bring this action for breach of fiduciary duty against its two directors. They challenge, as an unwarranted dilution of their equity interests and voting power in SinglePoint, the conversion of some of the debt held by Rossette into SinglePoint common stock at an unfairly and unreasonably low conversion rate. They also challenge special benefits that Rossette received as part of the merger�additional consideration upon which he conditioned his approval of the merger. Remanded from Delaware Supreme Court


The debt conversion claim was derivative in nature and the shareholders could only bring the claim derivatively. Also, because the company no longer existed as SinglePoint but rather as a wholly owned subsidiary of Cofiniti, the plaintiffs lacked the requisite standing to bring such a derivative claim.


PM Session
Plaintiff Witness(es)
1 Chapters

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