Jones Apparel Group, Inc. v. Maxwell Shoe Co., Inc.
Delaware Court of Chancery
883 A.2d 837 (2004)
- Written by Tom Syverson, JD
Facts
Jones Apparel Group, Inc. (plaintiff), a shareholder of Maxwell Shoe Co., Inc. (Maxwell) (defendant) sought to remove Maxwell’s board of directors by shareholder consent. Maxwell’s Delaware charter said the record date for determining shareholders who could consent to action without a meeting would be the first date a shareholder delivered a signed consent to the action to the corporation. That provision matched the default record date set by Delaware statute if a board of directors did not fix a record date. Maxwell’s board set a record date of March 25, 2004. The first signed consent to remove the board was not delivered until April 21, 2004, four weeks later. Jones moved for summary judgment setting the record date as April 21, 2004. Maxwell moved to dismiss challenging the charter provision as invalid.
Rule of Law
Issue
Holding and Reasoning (Strine, J.)
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