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Business Associations Keyed to Coffee, 9th Ed.
Datapoint Corp. v. Plaza Securities Co.
Citation:
496 A.2d 1031 (1985)Facts
In December 1984, Asher Edelman, who owned more than 10% of Datapoint’s stock, expressed interest in acquiring control of Datapoint. The board rejected his acquisition offers in January 1985. When Edelman announced his intention to solicit shareholder consents to remove the board, Datapoint’s directors quickly adopted bylaw amendments to regulate the consent process. The February bylaw required a 45-day waiting period after the record date before any shareholder consent action could take effect, effectively creating a 60-day delay from notice to action. The bylaw also prevented consent actions from becoming effective during any legal proceedings challenging the consents. Datapoint admitted that the purpose of these provisions was to give management time to distribute opposing solicitation materials and potentially defeat the shareholder action. After Edelman gave notice of his intent to solicit consents, Datapoint filed a lawsuit in federal court to invalidate any consents, triggering the litigation “hold” mechanism of its bylaw.
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