Seller’s COVID-related actions breached an “ordinary course” covenant, even though the COVID-19 pandemic did not give rise to a “material adverse effect.”
Authored by Michael R. Neidell and Zachary E. Freedman, Law Clerk
This blog post discusses the recent In re Vaalco case where the Delaware Chancery Court confirmed that, subject to certain enumerated exceptions, Section 141(k) of the Delaware General Corporation Law provides stockholders with the right to remove directors with or without cause despite contradictory language in a corporation's charter. The ruling may directly impact several companies with similar language in their governing documents and provides further clarity on this important issue for stockholders who may wish to effect change between annual meetings.