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
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.
Issues Addressed
The issues addressed in this gem of an opinion include: (i) whether and when a minority shareholder’s claim for breach
Court of Chancery Validates Written Consents in Section 225 Action; Finds Directors Breached Fiduciary Duty in Issuance of Preferred Shares
In Johnston v. Pedersen, C. A. No. 6567-VCL (Del. Ch. September 23, 2011), read opinion here, the Court in a post-trial decision, found that that the defendant directors breached their fiduciary duties when issuing the Series B Preferred Stock and as a result, the holders of the Series B Preferred were not entitled