Kaan Ekiner and Mark Felger, writing in the Delaware Business Court Insider, discuss Vejseli v. Duffy, 2025 WL 1496156 (Del. Ch. April 24, 2025), a case where Ionic Digital stockholders challenged a board resolution implemented on the eve of a proxy battle that reduced the number of Ionic’s board seats. Vice Chancellor Bonnie W. David held that the claims were direct because they constituted a wrongful impairment by fiduciaries of the stockholders’ voting power, causing a personal injury to the stockholders and not the corporate entity, which had no right to vote on the election of directors. This decision emphasizes the importance of the stockholder franchise and distinguishes between direct and derivative claims.
To read the full article, click here. Subscription Required.