In Benihana of Tokyo, Inc. v. Benihana, Inc., read opinion  here , the Delaware Supreme Court affirmed the Chancery Court’s decision of earlier this year that validated the issuance of preferred stock with preemptive rights as well as the board’s approval of the contested transaction in light of the business judgment rule. The Court analyzed and interpreted the Certificate of Incorporation and Section 144 of the DGCL involving safe harbors for interested transactions. Here is a summary  on this blog of the trial court’s decision and a link to the full trial court’s decision.