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McKesson Corp. v. Derdiger
Citation:
793 A.2d 385 (Del. Ch. 2002)Facts
McKesson Corporation mailed copies of its proxy statement to its stockholders informing them of its annual meeting, scheduled for July 25, 2001. On July 17, 2001, Derdiger’s counsel delivered a letter to McKesson asserting that the record date failed to comply with the sixty-day requirement. In addition, this letter requested that McKesson’s board reschedule the annual meeting and redistribute proxy materials to the stockholders who would be eligible to vote under the new record date. In response, McKesson’s counsel delivered a letter, dated July 23, 2001, to Derdiger’s counsel, insisting that the May 25 record date complied with the statute. On July 24, 2001, the day before the annual meeting, Derdiger’s counsel faxed a rely explaining his concern that the meeting would be void for statutory non-compliance. In order to remove any uncertainty as to the legal validity of actions taken at the annual meeting, McKesson brought this action against Derdiger.
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