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Kim v. FemtoMetrix, Inc., C.A. No. 2025-0025-LWW (Del. Ch. Aug. 8, 2025)
A stockholder challenged an amendment to a company’s voting agreement as invalid because, among other things, the amendment purportedly did not apply “in the same fashion” to other stockholders, as required by the agreement. The amendment was to remove any director affiliated with a stockholder who was adverse to the corporation in commercial litigation. It resulted in the removal of the director appointed by that stockholder. When the stockholder filed suit, the Court of Chancery held in favor of the corporation, finding that the plain terms of the amendment were “facially neutral” and applied to all stockholders “in the same fashion.” The Court therefore held that the director was validly removed in reliance on the amendment to the voting agreement.
