DSM Holdco, Inc. v. Demoulas

── DSM Holdco, Inc. v. Demoulas ── Court: Court of Chancery of Delaware Date: April 20, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE DSM HOLDCO, INC.; DEMOULAS ) SUPER MARKETS, INC.; and JAY K. ) HACHIGIAN, STEVEN J. COLLINS, and ) MICHAEL KEYES, in their capacities as ) Directors of the Board of DSM HoldCo, ) Inc. and the Board of Demoulas Super ) Markets, Inc., ) ) Plaintiffs / Counterclaim ) Defendants, ) ) v. ) C.A. No. 2025-1020-JTL ) ARTHUR T. DEMOULAS, ) ) Defendant / Counterclaim ) Plaintiff. ) POST-TRIAL OPINION Date Submitted: February 25, 2026 Date Decided: April 20, 2026 Rudolf Koch, John D. Hendershot, John Mark Zeberkiewicz, Kevin M. Kidwell, Brendan W. Clark, RICHARDS, LAYTON & FINGER, P.A., Wilmington, Delaware; Harvey J. Wolkoff, Aliki Sofis, Alex del Nido, Taylor Comerford, QUINN EMANUEL URQUHART & SULLIVAN, LLP, Boston, Massachusetts; Attorneys for Plaintiffs and Counterclaim Defendants DSM HoldCo, Inc., Demoulas Super Markets, Inc., Jay K. Hachigian, Steven J. Collins, and Michael Keyes. Ashley R. Altschuler, Kevin M. Regan, Ryan D. Konstanzer, Alexander T. Dickinson, Anna F. Martin, Taylor A. Christensen, MCDERMOTT WILL & SCHULTE LLP, Wilmington, Delaware; Kevin R. Shannon, Berton W. Ashman, Jr., Daniel M. Rusk, IV, POTTER ANDERSON & CORROON LLP, Wilmington, Delaware; Mark W. Pearlstein, Andrew C. Liazos, David Quinn Gacioch, MCDERMOTT WILL & SCHULTE LLP, Boston, Massachusetts; Attorneys for Defendant and Counterclaim Plaintiff Arthur T. Demoulas. LASTER, V.C.  A brother, his three sisters, and their adult children share ownership of a storied and successful grocery store chain in New England. The brother ran the business profitably as CEO for nearly two decades, but he stubbornly resisted board oversight and excluded his sisters and their families from the business. The sisters sought change. Over approximately five years, the sisters gradually replaced the CEO’s longtime allies on the board with independent, outside directors. When the sisters introduced the first independent director, they thought he could work cooperatively with the CEO and his fellow directors to improve corporate governance and transparency. Two years later, nothing had changed, so the sisters introduced a second independent, outside director, believing that two directors might succeed where one had failed. The CEO opposed both directors, regarded them as his sisters’ agents, and resisted their efforts. After the CEO responded to a meeting with the two directors by sending them hostile letters attacking them and copying all of the stockholders, the sisters added a third independent, outside director. The three outside directors constituted a majority of the five-member board. Having witnessed the CEO’s imperious style firsthand, they anticipated ongoing confrontations over long-term strategy and succession. For the company, it would be “déjà vu all over again”1 and reprise a conflict from a decade earlier between the siblings and their cousins. In that prior incident, the CEO’s obstinacy eventually 1 Attributed to the baseball philosopher Yogi Berra. See Scott Stump, ‘It’s deja vu all over again’: 27 of Yogi Berra’s most memorable ‘Yogi-isms’, TODAY (Sept. 23, 2015), https://www.today.com/news/its-deja-vu-all-over-again-27-yogi-berras-most- t45781. caused one of his supporters to switch sides, and the cousins used their newfound stockholder-level majority to establish a board majority and remove the CEO. He in turn fought back by leading a weeks-long employee walkout and customer