Fifth Circuit: Franchise Svc of North America v. United States Trustee

As shareholder rights under the corporate charter are a matter of state law and the power of a corporation to invoke bankruptcy protection arises from local law, the federal public policy interest in assuring the bankruptcy proceeding does not preclude a shareholder from blocking the bankruptcy filing where that shareholder is also a creditor, so long as there is no evidence of bad faith in the acquisition of the blocking shareholder rights.

Whether the acquisition of such rights under the charter violates state law is not before the court, as the parties don't raise it here.

Simple acquisition of a controlling interest in a stock class is insufficient proof of corporate control for purposes of judging breach of fiduciary duty; blocking the filing is not per se proof of such control.

http://www.ca5.uscourts.gov/opinions/pub/18/18-60093-CV0.pdf