Supermajority Requirement Inapplicable in the Context of a Reincorporation to Nevada
In Gunderson v. The Trade Desk, Inc. (Nov. 7, 2024), the Delaware Court of Chancery held that only a majority stockholder vote will be required to approve the proposed reincorporation of The Trade Desk, Inc. (the “Company”) from Delaware to Nevada through a corporate conversion (the “Conversion”). The court held that, although Article X of the Company’s […]
Gail Weinstein is a Senior Counsel, Philip Richter is a Partner, and Steven Epstein is a Managing Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Richter, Mr. Epstein, Steven Steinman, Roy Tannenbaum, and Adam B. Cohen, and is part of the Delaware law series; links to other posts in the series are available here.
In Gunderson v. The Trade Desk, Inc. (Nov. 7, 2024), the Delaware Court of Chancery held that only a majority stockholder vote will be required to approve the proposed reincorporation of The Trade Desk, Inc. (the “Company”) from Delaware to Nevada through a corporate conversion (the “Conversion”). The court held that, although Article X of the Company’s charter (the “Charter”) requires a supermajority vote for amendment or repeal of the Charter, and although the Conversion as a substantive matter would will result in amendment or repeal of the Charter, Article X is inapplicable because the language as drafted does not state that the Supermajority Vote requirement applies to amendment or repeal of the Charter as a result of a conversion.
