Delaware Business Litigation Report

Supreme Court Clarifies Vote Buying Rules

Crown EMAK Partners LLC v. Kurz,  C.A. 64, 2010 (Del. April 21, 2010)

This important decision focuses on the increasingly controversial issue of vote buying in stockholder elections.  In general, vote buying occurs when a party acquires the right to vote stock it does not have legal title to or hold the beneficial interest in that stock.  It just buys the right to vote the stock.  On the other hand, when the buyer acquires the economic interests represented by the stock along with the right to vote it, that is not vote buying even if he does not then acquire legal title to the stock. The distinction may be critical as votes acquired by vote buying are invalid.

Exactly how this will play out is not clear.  For example, if the buyer obtains the right to vote and all appreciation in the value of the stock, but not title, that seems to satisfy the test and is not  vote buying. That is so even if he never has title transfererd to him or, possibly, even if all the buyer's rights revert to the seller a moment after a stockholder election. We shall see.

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