The trial court erred in sustaining the preliminary objections of defendants as to all causes of action asserted in the amended complaint. Reversed.
In 1992, Greg Podlucky founded Le-Nature’s, Inc., a Delaware corporation, which held itself out as an innovator in the bottled beverage industry. In 2000 and 2002, Le-Nature’s issued over eight million shares of convertible preferred stock. Two investment funds purchased shares (minority shareholders). The board of directors was comprised of independent directors appointed by the minority shareholders, Podlucky and other interested corporate officers (inside directors). The independent directors were to approve all extraordinary capital expenditures and compel a sale of Le-Nature’s by September 2006.
