MM Companies, Inc. v. Liquid Audio, Inc.

HOLLAND, Justice:

This is an expedited appeal from a final judgment entered by the Court of Chancery. That final judgment permitted an incumbent board of directors to adopt defense measures which changed the size and composition of the board’s membership. The record reflects that those defensive actions were taken for the primary purpose of impeding the shareholders’ right to vote effectively in an impending election for successor directors. We have concluded that the judgment of the Court of Chancery must be reversed. This matter is remanded for further proceedings in accordance with this…