Kistefos AS v. Trico Marine Services, Inc.
Delaware Court of Chancery
2009 WL 112447
Kistefos AS (plaintiff) was a minority shareholder of Trico Marine Services, Inc. (Trico) (defendant), a publicly-traded Delaware corporation. Trico’s bylaws provided that directors were to be elected by majority vote. However, the bylaws permitted a director who was only elected by a plurality to continue to serve at the board’s discretion. Kistefos submitted a number of proposed bylaw amendments to Trico to be voted on at Trico’s 2009 annual meeting. One of these, Proposal Eight, provided that a director who receives a plurality but not a majority of the vote is immediately disqualified from serving on the board. The board of Trico rejected Proposal Eight and stated that it would be disregarded if Kistefos presented it for a vote at the meeting. Trico argued that Proposal Eight was inconsistent with Trico’s certificate of incorporation and several provisions of the Delaware General Corporation Law. The meeting was scheduled to take place sometime between April 17 and June 16, 2009. Kistefos sued Trico on April 8, 2009, seeking a declaratory judgment that Proposal Eight is consistent with the articles of incorporation and Delaware law. Kistefos then moved to expedite the proceedings. At a hearing on the motion to expedite, Kistefos stated that expedited proceedings would be unnecessary if it was permitted to present Proposal Eight to the shareholders at the annual meeting. Trico argued that it must “disregard” the proposal in order to preserve its position that the proposal is invalid.
Rule of Law
Holding and Reasoning (Chandler, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 175,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 14,000 briefs, keyed to 188 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.