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§ 225 to challenge the validity of incumbent directorships elected at the company s annual meeting held on April 17, 2012. ) Alan Lawrence and Randy Hayward, sought under 8 Del.

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In that action, twenty-three plaintiffs representing the interests of a stockholder faction known as the Gentili group, which included current 2 directors of L.O.M. The Gentili Action This action is a sequel to another action before this Court, Gentili v. Under the facts presented here, I find that the equities do not support a special meeting of the stockholders, and that the directors appointed by the remaining elected directors should continue in office until the next annual meeting, at which time they will be subject to the will of the stockholders expressed at that election. The statute commits the decision whether to grant a petition under Section 223(c) to the discretion of the Court, but is silent as to how that discretion is to be exercised, presenting a simple but until now unanswered question: which party bears the burden of persuasion under Section 223(c)? I find in this Opinion that that burden is borne appropriately by the Plaintiffs. The Plaintiffs here fulfill the statutory requirements for standing to make such a request. That statute allows stockholders in certain limited circumstances to petition but not compel this Court to direct that a special stockholder s meeting take place to fill vacancies on the corporate board through exercise of the stockholders franchise, rather than through appointment by the remaining directors.

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GLASSCOCK, Vice Chancellor This matter is the first case to turn on the sole application of 8 Del. Cicero, of Cousins Chipman & Brown LLP, Attorneys for Defendants. 8645-VCG ) ) ) ) ) ) OPINION Date Submitted: SeptemDate Decided: SeptemCharles Brown, Michael Busenkell and Brya Keilson, of Gellert Scali Busenkell & Brown, LLC, Attorneys for Plaintiffs. WOLOSCHUK, MARGARET WOLOSCHUK and RONALD ROTELIUK, Plaintiffs, v. IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE CANMORE CONSULTANTS LTD., MIRAGE CAPITAL INC., RALPH E. 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.

#LOMS CONSULTING CODE#

Code 8, 223(c) to order a new election through exercise of the stockholders' franchise rather than through appointment by the remaining directors. Plaintiffs petitioned the Chancery Court pursuant to Del. The three directors then appointed two more directors to fill the remaining vacancies. After three of the directors resigned their directorships, the two remaining directors executed written consents appointing a third director to the board. The parties stipulated to holding a second stockholders' meeting, at which five directors were elected to the corporation's board. Twenty-three plaintiffs (Plaintiffs) representing the interests of a stockholder faction challenged the validity of incumbent directorships elected at the corporation's annual meeting.










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