MM COS., INC. v. LIQUID AUDIO, INC., 606, 2002
A judgment permitting an incumbent board of directors to adopt defense measures which changed the size and composition of a board's membership is reversed, as those actions were taken for the primary purpose of impeding shareholders' rights to vote effectively in an impending election for successor directors.
- Decided 01/08/2003
- Published 01/08/2003
- HOLLAND, Justice:, Before HOLLAND, BERGER and STEELE, Justices.
- Supreme Court of Delaware
- For Appellant:
- Grover C. Brown (argued) and Michael J. Maimone of Gordon, Fournaris & Mammarella, P.A., Wilmington, for appellant.
- For Appellees:
- Stephen C. Norman, Kevin R. Shannon, John M. Seaman of Potter, Anderson & Corroon, L.L.P., Wilmington, Scott A. Edelman (argued), Courtney Scott and Sander Bak, Milbank, Tweed, Hadley & McCloy, New York City, for appellees.