Datapoint Corp. v. Plaza Securities Co.

After shareholder Edelman announced his intent to solicit written consents to take corporate action regarding Datapoint (defendant), Datapoint's board adopted a bylaw setting the consent-solicitation record date 15 days after notice and delaying any resulting action until 45 days after that record date (and further delaying action pending resolution of related litigation), effectively imposing at least a 60-day delay specifically timed to obstruct Edelman's solicitation; Plaza Securities and Arbitrage (plaintiffs) sued for injunctive relief against the bylaw, and the Court of Chancery found it conflicted with Delaware's written-consent statute (§ 228) and granted the requested relief.