player;
in the case cited, the court invalidated using an RS to effectively eliminate a shareholder ... but the RS itself in that case WAS approved by the shareholders (a meeting of one shareholder as only the one majority shareholder was required to effect a majority). Why, under Delaware law, after the BoD in this case had approved of the RS did the company subsequently have a Kangaroo shareholder meeting to ratify the boards actions? So, using the RS to that effected was invalidated, but for some reason the company felt compelled to have a kangaroo shareholder meeting attended by one to ratify the BoD motion. To me, evidence of the requirement.
You did not address the Fool link, which while it is just the fool, the wording is pretty clear and stands uncontested.
In the other case, "Unlike Delaware ...[Maryland allows for RS w/o shareholder approval at certain ratios and frequencies] ' you interpret to mean that Delaware always allows it. The implication is, to me, the Delaware NEVEr allows it, but unlike Delaware Maryland allows a good deal of it (not to exceed 1:10 not more than 1 every 12 months).
The above content is my opinion.
