Flaa v. Montano, C.A. No. 9146-VCG (Del. Ch. May 29, 2014)

This Court of Chancery decision should be read by anyone interested in the latest iteration of Delaware law on the topics of alleged vote-buying and the disclosures that are required when one is seeking written consents of shareholders in lieu of a stockholders meeting.

Prior Chancery decisions in this case were highlighted on these pages.

Flaa v. Montano, C.A. No. 9146-VCG (Del. Ch. (Feb. 24, 2014). Takeaway: One point that can be taken from this pithy Chancery ruling is that it is not necessary for a director to be actually seated on the board in order to use DGCL Section 225 to ask the court to determine if that person should be deemed a validly elected director.

A prior Chancery decision in this case was highlighted on these pages.

Flaa v. Montano, C.A. No. 8632-VCG (Del. Ch. Oct. 4, 2013).

This case is notable for its analysis of a challenge to the removal of directors based upon a written consent of stockholders.  In this grant of a motion for summary judgment in a Section 225 proceeding, the court allows extrinsic evidence to examine the validity of a written consent used to remove directors.  The extrinsic evidence considered by the court addressed both actual authority and apparent authority of the person who executed the written consents.  The court also considered arguments involving judicial estoppel pursuant to DGCL Section 225.