Litigation

Chancery Orders Advancement Based on Bylaws' Description of "Officer"

By Francis G. X. Pileggi, Esq.

 In Sassano v. CIBC World Markets Corp., 2008 WL 152582 (Del. Ch., Jan. 17, 2008),  read opinion here, the Chancery Court interpreted the bylaws of a corporation as a matter of law, and applied the facts after a one-day trial to determine if the particular position of the plaintiff complied with the  position of  "officer" in order for the advancement rights to apply, as allowed by DGCL 145. The court used basic contract principles in interpreting the provisions in the bylaws. Some of the contract interpretation gems include the maxim that simply because a term is not formally defined, or not defined completely, does not make it ambiguous.

Full post as published by Delaware Corporate and Commercial Litigation Blog on January 20, 2008 (boomark / email).