The Delaware Court of Chancery, in Palisades Growth Capital II, LP v. Alex Bäcker, et al. and QLess, Inc., C.A. No. 2019-0931-JRS, memo. op. (Del. Ch. Mar. 26, 2020), found “surprise” resolutions, introduced unexpectedly and approved by less than a majority of board members, which opponents could have prevented if properly informed, were invalid as a matter of equity.
NEW: K&L Gates discusses the decision in Equitable Relief Granted to Stop Board Coup.
Morris James discusses the decision in Delaware Court of Chancery Declares Board Action Void For Equitable Reasons, Finding Corporate Directors Deceived Other Board Members into Attending Board Meeting.