This section contains the nature of the case and procedural background.

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.

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