Glazer v. Pasternak

Zapata Corporation and its directors (collectively “Zapata”) appeal from a decision of the Court of Chancery enjoining a proposed merger between Houlihan’s Restaurant Group, Inc. and a wholly-owned Zapata subsidiary. On the same day this appeal was docketed, a Zapata special committee announced the termination of the Houlihan’s Merger Agreement. Appellee, a Zapata stockholder, moved to dismiss the appeal as moot. We conclude that the issue on appeal — whether a supermajority voting provision in Zapata’s certificate of incorporation applies to mergers with Zapata subsidiaries — is not one that…