The Delaware Court of Chancery, in Applied Energetics, Inc. v. George Farley, et al., C.A. No. 2018-0489-JTL, opinion (Del. Ch. Aug. 3, 2020), finds that director action by unanimous consent without a quorum is invalid, but constitutes a failure of authorization rather than a lack of corporate power, and may therefore be validated under 8 Del. C. §§ 204 and 205.
NEW: K&L Gates discusses the decision in Chancery Court Holds Under-Manned Board’s Acts Were Invalid But Potentially Susceptible to Validation Under §205.
Cooley discusses the decision in Do We Have a Quorum?
Francis Pileggi discusses the decision in Chancery Court ruling addresses Section 205’s application to ex-officer’s alleged defective corporate acts.
$$$ New York Law Journal discusses the decision in Validating Defective Corporate Acts Under DGCL Sections 204 and 205.