Sample v. Morgan

OPINION

STRINE, Vice Chancellor.

I. Introduction

Here is a quick summary of this case based on the well-pled facts in the complaint that are relevant to this motion to dismiss.

A board of directors sought approval from its stockholders for a certificate amendment (the “Charter Amendment”) and a Management Stock Incentive Plan (the “Incentive Plan”) that reduced the par value of the company stock from a dollar per share to a tenth of a cent each and authorized the issuance of up to 200,000 shares for the purpose of “attracting and retaining” key employees. The 200,000 shares represented a 46%…