Centaur Partners, Iv v. National Intergroup, Inc.

582 A.2d 923 (1990)

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Nature of the Case

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Facts

Centaur (P) was an investment partnership created to purchase, acquire, and effect transactions with respect to the securities of corporations. P owned 3,595,500 shares of National which was 16.53% of the outstanding shares. P filed a 13D, with the goal to realize more value through the sale of all or a substantial part of National's (D) assets. P wanted to elect a new slate of directors at the 1990 shareholder meeting. P sought to amend D's bylaws to provide for enlargement of the board from 9 to 15 members. The amendment would allow P to elect 8 directors at the 1990 shareholder meeting. P had to bring a declaratory action to determine if an 80% supermajority was needed to amend the bylaws or just a simple majority. The supermajority provision in D's bylaws was adopted in 1984. On cross-motions for summary judgment, the Chancery held that D's charter was clear and unambiguous. P appealed.