Canmore Consultants Ltd. v. L.O.M. Med. Int’l, Inc.

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Twenty-three plaintiffs (Plaintiffs) representing the interests of a stockholder faction challenged the validity of incumbent directorships elected at the corporation's annual meeting. The parties stipulated to holding a second stockholders' meeting, at which five directors were elected to the corporation's board. After three of the directors resigned their directorships, the two remaining directors executed written consents appointing a third director to the board. The three directors then appointed two more directors to fill the remaining vacancies. Plaintiffs petitioned the Chancery Court pursuant to Del. Code 8, 223(c) to order a new election through exercise of the stockholders' franchise rather than through appointment by the remaining directors. After noting that Plaintiffs bore the burden of persuasion under section 223(c), the Court held that the equities did not support a special meeting of the stockholders and that the directors appointed by the remaining elected directors continue in office until the election at the next annual meeting. View "Canmore Consultants Ltd. v. L.O.M. Med. Int'l, Inc. " on Justia Law