Goggin v. Vermillion, Inc., et al.

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Plaintiff moved to enjoin the annual stockholders meeting of defendant, which was currently scheduled for June 6, 2011 ("2011 Meeting") and sought declaratory relief regarding the timeliness of shareholder proposals for the 2011 Meeting and the scope of defendant's rights plan ("Poison Pill") as it related to shareholder communications. Plaintiff contended that defendant and its board of directors have "erected significant and unreasonable barriers to shareholder action," and have used the Poison Pill "as a cudgel to chill intra-shareholder dialogue." The court held that, turning to a balance of the equities, because plaintiff had failed to demonstrate reasonable probability of success on any of his claims and because the injury he complained of appeared to be minimal and, perhaps, largely theoretical, the balance tipped in favor of defendant. Accordingly, plaintiff's motion for a preliminary injunction was denied. View "Goggin v. Vermillion, Inc., et al." on Justia Law