Commonwealth Associates v. Providence Health Care, Inc.

OPINION

ALLEN, Chancellor.

In this action under Section 225 of the Delaware General Corporation Law the ultimate question is who are the validly designated directors of Providence Health Care, Inc., a Delaware corporation. That question is raised by the conclusion of a consent solicitation under Section 228 of the General Corporation Law. In that consent solicitation Commonwealth Associates sought to remove the directors of Providence from office and to replace them with the four individuals who are plaintiffs in this action. The critical issue in that connection is who had authority to consent…