Centaur Partners, IV v. National Intergroup, Inc.

National (defendant) amended its charter and bylaws to require an 80% shareholder vote to amend provisions governing board size and classification, adopted explicitly as an anti-takeover measure per its proxy statements; shareholder Centaur (plaintiff), holding 16% of shares, later sought to increase the board from nine to fifteen members via a simple majority vote, arguing the charter's "or any similar provision" language was ambiguous, making ordinary majority voting rules control instead. The trial court found the language unambiguous and upheld the supermajority requirement, and Centaur appealed.