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Goodwin

Delaware Court of Chancery Upholds Voting Agreement Amendment That Applied “In the Same Fashion” to All Stockholders

Goodwin on

On August 8, 2025, the Delaware Court of Chancery dismissed an action in which a stockholder challenged an amendment to a FemtoMetrix Inc. voting agreement as invalid because the amendment allegedly did not apply “in the same...more

Bradley Arant Boult Cummings LLP

Mr. Musk Goes (Unhappily) to Delaware (Again): Takeaways From Musk’s Legal Saga for Private Company Owners

Bradley Arant Boult Cummings LLP on

Delaware Chancellor Kathaleen McCormick held again last week that the pay package that Tesla’s board of directors awarded to Elon Musk in 2018 suffers from “fatal flaws,” and it was therefore rejected. This was the second...more

Venable LLP

Class Voting Distinctions between Maryland and Delaware

Venable LLP on

The Supreme Court of Delaware recently issued a decision upholding long-standing precedent regarding Delaware’s class vote requirement. The case, In re Fox Corporation/Snap Inc. Section 242 Litigation, concerned amendments to...more

Royer Cooper Cohen Braunfeld LLC

The (Failed) Failing Business Exception: Stockholders’ Right to Vote on Asset Transfers

Royer Cooper Cohen Braunfeld LLC on

In Stream T.V. Networks, Inc. v. SeeCubic, Inc., the Delaware Supreme Court (“Court”) held that section 271 of the Delaware General Corporation Law (“D.G.C.L”), which requires stockholder approval for a Delaware corporation...more

Perkins Coie

A New Virtual (Meeting) Reality for Washington Corporations

Perkins Coie on

Amendments to the Washington Business Corporation Act (WBCA) that allow Washington corporations to hold “virtual” shareholder meetings became effective in June 2018. Prior to these amendments, Washington corporations could...more

K&L Gates LLP

Chancery Court Decision, Invalidating Supermajority Director Removal Bylaw, Has Broad Implications for Supermajority Bylaw...

K&L Gates LLP on

In Frechter v. Zier, C.A. No. 12038-VCG (Del. Ch. Jan. 24, 2017), the Delaware Court of Chancery held that a corporation’s bylaw, requiring a supermajority stockholder vote for the removal of directors, was invalid. ...more

Allen Matkins

What Good Can Come From Letting The Indifferent and Undecided Hold Sway?

Allen Matkins on

I’ve written many posts on the subject of voting because it seems so straightforward and yet turns out to be complex. In tackling any voting problem, it is important to know and understand the applicable voting rule. An...more

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