Supreme Court of Delaware
Steam TV Networks, Inc. v. SeeCubic, Inc.
June 15, 2022
Summary
The Court held that Stream’s charter unambiguously required approval by a majority of the Class B stockholders because the Omnibus Agreement constituted an “Asset Transfer” involving the disposition of substantially all of Stream’s assets. The Court rejected the Court of Chancery’s use of Section 271 to interpret the charter and clarified that any common-law board-only insolvency exception to Section 271 was superseded. The injunction was vacated, the declaratory judgment was reversed, and the matter was remanded.