• Delaware Decision Signals a New Focus on Vote Buying Claims and Redefines Law on Record Holders
  • February 25, 2010 | Authors: John P. DiTomo; Jeffrey Gorris; Stephen P. Lamb; Frances F. Mi
  • Law Firm: Paul, Weiss, Rifkind, Wharton & Garrison LLP - New York Office
  • A recent Delaware Court of Chancery opinion is a must read for corporate practitioners. In the context of determining the outcome of concurrent consent solicitations for control of EMAK Worldwide, Inc. (“EMAK”), the Delaware Court of Chancery recognized that third party vote buying--vote buying that does not involve the use of corporate resources--and certain voting manipulation techniques (such as empty voting) will be subject to equitable review under Delaware law. Kurz v. Holbrook, C.A. No. 5019-VCL (Del. Ch. Feb. 9, 2010).