JOHNSTON v. PEDERSEN

C.A. No. 6567-VCL.

28 A.3d 1079 (2011)

Joe JOHNSTON, Dietmar Rose, and Doug Holt, Plaintiffs, v. Ken PEDERSEN, Robert Clifford, Jay McGarrigle, Richard Rygg, Jack Fish, and Xurex, Inc., Defendants.

Court of Chancery of Delaware.

Decided: September 23, 2011.


Attorney(s) appearing for the Case

Brock E. Czeschin , Robert L. Burns , Richards, Layton & Finger, P.A., Wilmington, Delaware; Joseph W. Medved , Kimberly A. Wingate , Lathrop & Gage LLP, Kansas City, Missouri; Attorneys for Plaintiffs.

Stephen B. Brauerman , Justin R. Alberto , Vanessa R. Tiradentes , Bayard, P.A., Wilmington, Delaware; Attorneys for Defendants.


OPINION

LASTER, Vice Chancellor.

In this action brought pursuant to 8 Del. C. § 225, the plaintiffs seek a determination that certain written consents validly removed the defendant directors and replaced them with a new slate. The defendant directors contend that they could not be removed or a new slate elected without the consent of a majority of the Series B Preferred Stock. Applying enhanced scrutiny, I hold that the defendant directors...

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