Delaware Business Litigation Report

Court Of Chancery Explains Acquiescence Defense

Lehman Brothers Holdings Inc. v. Spanish Broadcasting Systems Inc., C.A. 8321-VCG (February 25, 2014)

When may a large stockholder wait before asserting its voting rights arising out of the failure to pay dividends to preferred stock?  The short answer is that it all depends, particularly when the corporation is in the process of raising money by issuing debt that the preferred stock arguably had a right to prevent.  For if the stockholder waits until after significant corporate action is taken, it may have acquiesced in that action and lost the right to object to it.

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