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Chancery Court Orders Company to Hold Shareholders Meeting per DGCL Section 211

By Francis G. X. Pileggi, Esq.

Opportunity Partners, L.P. v. Transtech Service Partners, Inc., No. 4340-VCP (Del. Ch., April 14, 2009), read opinion here.

This Chancery Court decision granted a petition pursuant to Section 211 of the DGCL to compel a shareholders meeting that had not been held for more than 13 months. The right to force a company to hold an annual shareholders' meeting is a basic and clear-cut statutory right under the DGCL, and though there were rather convoluted and detailed facts that form part of this 16-page decision, the court made it clear that the right to compel a stockholders' meeting under Section 211 does not allow for much "wiggle room" (my phrase).

The court rejected the purported defense of "questionable goals" that, according to the company,  the petitioner allegedly had for calling the meeting. Nonetheless, that argument  factored into the court's analysis of the timing of the meeting and how many days after the court's ruling, the meeting would be required to be held.

Full post as published by Delaware Corporate and Commercial Litigation Blog on April 28, 2009 (boomark / email).