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
"doctrine of independent legal significance"
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…