Court of Chancery Upholds Proxy Power
Posted In Fiduciary Duty
In Re IAC/Interactivecorp, C.A. 3486-VCL (Del. Ch. March 28, 2008)
In this widely reported decision, the Court of Chancery applied well established principles of contract construction to determine when a proxy would be upheld. Once again, the Court rejected an attempt to modify the contract language to imply a duty of good faith and fair dealing, or a fiduciary duty that would override the rights given in the contract.
Tags: Case Summaries, Fiduciary DutyShare