Delaware Business Litigation Report

Court of Chancery Denies Plaintiffs' Motion To Temporarily Enjoin Annual Shareholders' Meeting Or To Amend Proxy Materials

Frenz v. Gencor Indus., Inc., C.A. No. 1204-N, 2005 WL 2266594 (Del. Ch. Sept. 9, 2005). Plaintiffs sought a temporary injunction barring the 2005 annual shareholder's meeting of Gencor Industries, Inc., or, in the alternative, to amend proxy materials to include a nominee for independent director. The Court denied the Plaintiffs' motion because it found that either request exceeded the scope of an action brought under 8 Del. C. - 211. The Court also found that Plaintiffs failed to allege a high likelihood of success on the merits because Gencor was not responsible for Plaintiffs' failure to nominate an independent director. According to the Court, Gencor abided by a prior order of the Court, set the time and place for the annual meeting, informed Plaintiffs of specific deadlines for making nominations to the board and informed Plaintiffs that the proxy statement would be mailed twenty days prior to the annual meeting. Plaintiffs made additional demands that were not required by the Court order and that Gencor was not required to accommodate. Plaintiffs also failed to make a separate nomination by preparing their own proxy statement. Share