Portnoy v. Cryo-Cell International, Inc.
Court of Chancery of Delaware
940 A.2d 43 (2008)
Heading into the 2007 annual meeting, dissident shareholders of Cryo-Cell International, Inc. (Cryo-Cell) (defendant) hoped to unseat the incumbent board. The CEO of Cryo-Cell, Mercedes Walton (defendant), took four significant steps to avoid a board takeover. She promised one dissident, Andrew Filipowski, a seat on the board in exchange for his support of the rest of the board and his promise to buy more stock. She further promised him that if the management slate won, the board would act to expand the board by one member and seat one of Filipowski’s associates. Third, Walton obtained the backing of Saneron CCEL Therapeutics, Inc. (Saneron) by threatening to cut off business ties with Saneron if they withheld support. Finally, at the meeting itself, Watson extended the voting period by several hours on a pretext, in order to give management allies enough time to secure needed votes. The management slate won the election by a slim margin. One dissident, David Portnoy, filed suit against Watson and Cryo-Cell, asking the court to void the election results and declare the opposition slate the winners.
Rule of Law
Holding and Reasoning (Strine, 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 726,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.Unlock this case briefRead 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.Learn about our approachRead more about Quimbee
Here's why 726,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 45,700 briefs, keyed to 983 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.