Shareholders, Delaware General Corporation Law, Voting Rights

Chancery Holds that the Majority-of-the-Votes-Cast Voting Standard Applies to Charter Amendment to Increase the Number of...

Morris James LLP on 5/22/2025

Salama v. Simon, C.A. No. 2024-1124-JTL (Del. Ch. Nov. 27, 2024) - After a Delaware corporation issued a proxy statement and told the stockholders that an amendment to increase its authorized shares of common stock...more

Lessons For Founders From Sam Altman’s Short-Lived OpenAI Ouster

DarrowEverett LLP on 1/4/2024

We’ve all read countless headlines and articles about the removal and swift return of Sam Altman as CEO of OpenAI over the past several weeks. Simply put, the nonprofit board voted to remove Altman as a result of a...more

Delaware Court of Chancery Issues Important Ruling for Multi-Class Companies Addressing Class Votes

Wilson Sonsini Goodrich & Rosati on 3/30/2023

Earlier today, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an important ruling concluding that two companies with multiple classes of common stock were not required, under the Delaware statute,...more

Voting Rights Versus Voting Power - A Distinction With A Difference?

Allen Matkins on 8/2/2019

Yesterday's post raised the question whether California Corporations Code Section 400(a) precludes tenured voting. That statute requires that all shares of any one class have the "same voting, conversion and redemption...more

CAUTION: Director Veto Rights in Financing Documents May Constitute “Disproportionate Voting”

Mintz Edge on 1/3/2019

Section 141(d) of the Delaware General Corporations Law (DGCL) allows the certificate of incorporation (COI) of a Delaware corporation to confer upon one or more directors voting powers greater than or less than those of...more

Vote-Counting Standards: A Recipe for Confusion?

Akin Gump Strauss Hauer & Feld LLP on 7/29/2014

Shareholder voting standards was a hot topic this proxy season and will likely continue to be of significant interest next proxy season and in subsequent years. This proxy season, shareholders submitted various proposals...more

Some Things That The Corporations Code Doesn’t Tell You About Annual Meetings

Allen Matkins on 5/21/2014

Annual meetings of shareholders are important. If a corporation fails to hold one for a period of 60 days after the designated date or, if no date is designated, for 15 months, then the superior court may summarily order a...more

Shareholders › Delaware General Corporation Law › Voting Rights