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Court Of Chancery Explains When Staggered Board Elections Must Occur

Posted In Directors

Goggin v. Vermillion Inc., C.A. 6465-VCN (June 3, 2011)

The Delaware Supreme Court has held that when there are staggered terms for the members of a board of directors that the annual stockholders meetings must be about 1 year apart.  In this case, the next board meeting was set for June, 2011 or 6 months after the last meeting.  The Court held that was acceptable because the directors whose terms would expire at the new board meeting were elected 3 years ago.  Of course that left open whether continuing the new meeting date in 2012 might cut short the tems of other directors.  The Court declined to resolve that issue until the next meeting date was actually set.

Tags: Directors