Digging Out With Kurz v. Holbrook
Like many east coasters, I’ve been spending the last few days digging out of the remains of snowmageddon. If you, like me, are looking for a break, check out V.C. J. Travis Laster’s just released opinion in Kurtz v.Holbrook, CA No. 5019-VCL (De. Chanc. Feb. 9, 2010). The newly appointed Vice Chancellor is an lucid writer, and this opinion is no exception. The basic question concerns the propriety of certain actions taken to change the governance of a company called EMAK, which resulted in a nasty public fight. The opinion offers a very clear description of how a modern proxy fight works, and makes new law on the status of depository shares and vote buying. For more, check out Pileggi’s summary.
VC Laster clearly admires VC Strine, adopting his term “corporate law traditionalist” on page 54. Indeed, in another recent opinion, Laster used (for the first time I’d heard of) the word “dilate” to mean “spend extra time or words on”. A Strine-ian move if I’ve ever seen one!