Clabault v. Caribbean Select, Inc.

OPINION

LAMB, Vice Chancellor.

I. INTRODUCTION

This is a post-trial decision on a petition for a court-ordered annual meeting pursuant to Section 211(c) of the Delaware General Corporation Law (“DGCL”). 1 The plaintiffs, including Stirling Corporate Services, LLC (“Stirling”), are all shareholders in the defendant, Caribbean Select, Inc. (“Caribbean”), a Delaware corporation. Caribbean’s certificate of incorporation was voided in 1989 for non-payment of franchise taxes. The plaintiffs wish to hold an annual meeting in order to elect directors who, then, will act to revive the corporation.

In…