A recent Delaware Court of Chancery opinion began by describing the complaint as reading like a law school exam designed to test the knowledge of a student regarding the requirements in the DGCL that must be satisfied in connection with a merger, and the court commented that the company would not have done well on
DGCL Section 228
Chancery Determines Effectiveness of Written Consents of Stockholders pursuant to DGCL Section 228
By Francis Pileggi on
Posted in Chancery Court Updates
Boris v. Schaheen, C.A. No. 8160-VCN (Del. Ch. Dec. 2, 2013).
Issue Addressed: Whether the written consents of stockholders pursuant to DGCL Section 228 effectively selected new board members.
Brief Overview
This 51-page post-trial decision addressed the effectiveness of written consents of stockholders that were designed to select new board members. The two…
Chancery Addresses Right to Direct Claim for Dilution of Minority Shareholders
By Francis Pileggi on
Posted in Chancery Court Updates
Carsanaro v. Bloodhound Technologies, Inc., C.A. No. 7301-VCP (Del. Ch. March 15, 2013).
This 76-page Chancery decision addresses issues that include the following: (1) when a claim for dilution of minority shares can be pursued directly instead of, or in addition to, derivately; (2) restrictions imposed by DGCL Section 160 on the right to redeem…