Earlier this year, the Delaware Chancery Court issued a decision that established new precedent on several corporate governance issues. In Kurz v. Holbrook, C.A. No. 5019-VCL (Del.Ch. 2-9-2010), Vice Chancellor J. Travis Laster addressed for the first time the issue of whether seated directors can be removed through a bylaw amendment that seeks to reduce the size of the board. The opinion also deals with the right to vote shares that are held in street name, third party vote buying, and the potential to contract around transfer restrictions.
My colleagues at Thompson & Knight have prepared a bulletin that discusses this decision and its implications. To read the full memorandum, please follow this link. For more information, please contact my partners Kari Potts (kari.potts@tklaw.com) or Kenn Webb (Kenn.Webb@tklaw.com).
