In the recent decision of In re Trupanion, Inc., C.A. No. 9496-VCP (Del. Ch. Apr. 28, 2014), the Court of Chancery applied for the first time new section 204 of the Delaware General Corporation Law (“DGCL”). As discussed in this prior post, Section 204 of the DGCL provides corporations with the ability to ratify certain corporate actions that would otherwise have been void or voidable because of their failure to comply with statutory law or the corporation’s organizational documents. Prior to the adoption of Section 204, Delaware case law had held that such corporate actions could not be subsequently ratified.
In Trupanion, the Court of Chancery entered an order, among other things, recognizing the validity of certain stock issuances and determining the composition of the board of directors.