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
Rule 54(b)
Delaware Requires Annual Shareholder Meeting Regardless of SEC Prerequisites
By Francis Pileggi on
Posted in Court of Chancery Updates
Rich v. Fuqi Int’l, Inc., C.A. No. 5653-VCG (Del. Ch. Nov. 5, 2012).
Why this opinion is noteworthy: The Delaware Court of Chancery reaffirms in this pithy opinion that the Delaware General Corporation Law’s requirement in Section 211 that a shareholders’ meeting must be held annually, will not be suspended due to arguably conflicting…
Chancery Interprets Rule 54(b) Regarding Final, Appealable Judgments
By Francis Pileggi on
Posted in Court of Chancery Updates
In Tang Capital Partners v. Norton, C.A. No. 7476 -VCG (Del. Ch. Aug. 31, 2012), the Court of Chancery addressed the standards under Court of Chancery Rule 54(b) that would justify the classification of a decision as “final” for purposes of allowing an appeal, on less than all of the claims in a case…