A recent Delaware Court of Chancery decision provides noteworthy rulings on the limited scope of a Section 225 summary proceeding regarding the proper composition of the board of directors, as well as the notice requirements for a written consent in lieu of a stockholders’ meeting pursuant to Section 228 of the Delaware General Corporation Law
Chancery Rejects Challenge to Arbitration Decision
Pryor v. IAC/InterActiveCorp., C.A. No. 6884-CS (Del. Ch. June 7, 2012).
Issues Presented: (1) Whether the challenge to an arbitration award via a Chancery complaint was timely; and (2) Whether a collateral attack of the award was permissible.
Short Answer: The Court dismissed the complaint as untimely and any related issues would be…
Court of Chancery Clarifies Rights of Minority Shareholders Whose Equity is Diluted
Dubroff v. Wren Holdings, LLC, C.A. No. 3940-VCN (Del. Ch. Oct. 28, 2011), read 45-page opinion here. See prior Chancery decisions in this case highlighted on these pages here and here.
The issues addressed in this gem of an opinion include: (i) whether and when a minority shareholder’s claim for breach…