In Re Numoda Corporation

Summary

The Supreme Court of Delaware affirmed the Court of Chancery's determination of Numoda Corporation's capital structure and ownership distribution under the statutory procedures for validating defective corporate acts. The Court held that the record supported the challenged stock issuances, that the statutory term "failure of authorization" encompasses technical defects affecting the validity of corporate actions, and that the Court of Chancery acted within its discretion in declining to order a spin-off of Numoda Technologies. The parties were directed to advise the Court whether the decision mooted a related stayed appeal.