Saturday, November 23, 2013

Kistefos AS v. Trico Marine Services, Inc. case brief

Kistefos AS v. Trico Marine Services, Inc. case brief summary
2009 WL 112447

Plaintiff minority stockholder filed a motion to expedite an action for a declaration that defendants, company and its board, improperly rejected a proposed bylaw as inconsistent with Delaware law and the company's certificate of incorporation.

The company's majority stockholder sent a letter to the company's board that included several proposals to be put before the company's stockholders for a vote at its annual meeting. Included in the letter was a proposal for a bylaw regarding the eligibility of directors. The company rejected the proposal as invalid if adopted because it was inconsistent with the company's certificate of incorporation and Del. Code Ann. tit. 8, § 141(b), (k). The minority stockholder argued that the proposal should be presented at the annual meeting in the same manner as the other proposals. The company argued that, in order to preserve its legal position, it had to disregard the proposal at the meeting and prevent it from being presented to the stockholders as a valid proposal for a vote.


  • The court found that because the company's legal position was preserved, it had no reason to prevent a vote on the proposal. 
  • Accordingly, the majority stockholder could solicit proxies and present arguments at the annual meeting regarding the proposed bylaw in the same manner that it was permitted to do with respect to the other proposals. 
  • Thus, the need for expedited proceedings was obviated.

The motion to expedite was denied.

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