Genger v. TR INVESTORS, LLC

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that Section 225 envisions “an in rem proceeding, where the ‘defendants’ are before the court . . . as respondents being invited to litigate their claims to the res (here, the disputed corporate office)”
• explaining that a Section 225 proceeding is in rem, and the court’s statutory jurisdiction exists “only for the limited purpose of determining the corporations de jure directors and officers”
• “The Proxy contains no provision that would bind any subsequent 142 owner of those shares.”
• “Ratification may be either express or implied through a party’s conduct, but it is always a ‘voluntary and positive act.”
• “Ratification may also be found where a party receives and retains the benefit of that transaction without objection, thereby ratifying the unauthorized act and estopping itself from repudiating it.”
• “The Court of Chancery may adjudicate [a plenary] claim in a Section 225 proceeding, but only for the limited purpose of determining the 21 corporation’s de jure directors and officers.”

Source: CourtListener parenthetical corpus (CC0).