Mainiero v. Microbyx Corp.

OPINION

STEELE, Vice Chancellor.

The issue presented by the pending motions to reargue lead to the single conclusion that, in a highly combative contest for corporate control, strict adherence to the traditional rule, that the validity of a proxy must be determined from the face of that proxy, is particularly important. Thus, when neither the record holder nor the beneficial holder of shares can be determined from the face of the proxy, those shares may not be counted. By the same token, in the absence of evidence tending to show an apparently authorized signer of a proxy is not so entitled,…