In a masterpiece of contract interpretation and statutory analysis, the Delaware Court of Chancery recently reconciled juxtaposed provisions in the Delaware General Corporation Law and a Certificate of Incorporation to allow a reincorporation of a Delaware company in Nevada with a majority vote—as compared to requiring a supermajority vote. Gunderson v. The Trade Desk, Inc
certificate of incorporation
Chancery Rules on Limits of Forum-Selection Clauses in Corporate Documents
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent seminal decision of the Delaware Court of Chancery must be included in the lexicon of every lawyer who wants to understand the boundaries of Delaware law on forum-selection clauses in corporate documents. In the case of Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018), the Court determined that a…
Chancery Interprets Rights of Preferred Shareholders and Gives Drafting Tips for Certificates of Incorporation
By Francis Pileggi on
Posted in Court of Chancery Updates
Greenmont Capital Partners, I, L.P. v. Mary’s Gone Crackers, Inc., C.A. No. 7265-VCP (Del. Ch. Sept. 28, 2012).
This opinion addresses the interpretation of the rights of the holders of preferred shares as well as the terms of a certificate of incorporation. The opinion also provides drafting tips for those who craft corporate charters. (For…
Chancery Addresses Appraisal of Preferred Shares Based on Terms in Certificate of Incorporation
By Francis Pileggi on
Posted in Court of Chancery Updates
Shiftan v. Morgan Joseph Holdings, Inc., C.A. No. 6424-CS (Del. Ch. Jan. 13, 2012), read opinion here.
Issues Addressed:
(i) Whether the Court may consider in an appraisal action a contractually required redemption event in the certificate of incorporation, scheduled to occur six months after the merger, in determining the fair value…