The Delaware Supreme Court, in Alex Bäcker, et al. v. Palisades Growth Capital II, LP [QLess], No. 156, 2020, opinion (Del. Jan. 15, 2021), affirms invalidation of surprise resolutions by which defendant seized board control, concluding that equity may award such relief based on deception of directors with respect to regular board meetings as well as special meetings.
Frank Reynolds discusses the decision in Delaware high court agrees proof of director deception is enough to invalidate “coup”.