MAINIERO v. MICROBYX CORP.

C.A. No. 14228.

699 A.2d 320 (1997)

Nicholas MAINIERO, Robert Mauro and Natale Picco, Plaintiffs, v. MICROBYX CORPORATION, a Delaware corporation, Defendant.

Court of Chancery of Delaware, New Castle County.

Decided: September 18, 1996.

Revised: June 23, 1997.


Attorney(s) appearing for the Case

Robert J. Stearn, Jr., of Richards, Layton & Finger, Wilmington, for Plaintiffs.

Stephen E. Jenkins and Regina A. Iorii, of Ashby & Geddes, Wilmington, for Defendant.

John A. Faraone, Wilmington, for Intervenors.


OPINION

STEELE, Vice Chancellor.

The issue presented by the pending motions to reargue lead to the single conclusion that, in a highly combative contest for corporate control, strict adherence to the traditional rule, that the validity of a proxy must be determined from the face of that proxy, is particularly important. Thus, when neither the record holder nor the beneficial holder of shares can be determined from the face of the proxy, those shares may...

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