Crown Emak Partners, LLC, Defendant/counterclaim Plaintiff, Appellant v. Donald A. Kurz, Sems Diversified Value…

Summary

The court held that Kurz's transaction with Boutros was not improper vote buying because the economic and voting interests were aligned, but the transaction violated the restricted-stock agreement and therefore Boutros's shares could not be voted. The court declined to decide whether Cede breakdowns are part of the stock ledger, treating the Court of Chancery's contrary interpretation as obiter dictum without precedential effect. It also held that Crown's bylaw amendments conflicted with the DGCL, affirmed in part and reversed in part, and remanded for further proceedings.