Court Of Chancery Enjoins Solicitation

Kallick v. Sandridge Energy Inc., C.A. 8182-CS (March 8, 2013)

This is an important decision dealing with a so-called "Proxy Put."  Briefly, a Proxy Put permits creditors to call corporate debt when a new board of directors is elected without the consent of the current board.  This decision applies the reasonableness standard of Unocal rather than the stricter standard of review of Blasius to decide if the Board has properly refused to approve a competing slate of directors for purposes of preventing a Proxy Put.

The Court carefully distinguished other circumstances where such a Put might be upheld, such as when a competing slate's election might cause immediate harm to the corporation.

Trackbacks (0) Links to blogs that reference this article Trackback URL
http://www.delawarebusinesslitigation.com/admin/trackback/296264
Comments (0) Read through and enter the discussion with the form at the end
Post A Comment / Question Use this form to add a comment to this entry.







Remember personal info?
Send To A Friend Use this form to send this entry to a friend via email.