Section 205 of the DGCL provides the Court of Chancery with broad powers to fashion declaratory and other appropriate remedies, and specifies considerations to be weighed by the Court of Chancery in fashioning these remedies.
In the recent case of In re Genelux Corp., C.A. No. 10042-VCP (Del. Ch. Oct. 22, 2015), the Court of Chancery held (in a matter of first impression) that Section 205 cannot be used to declare an action void, but rather can only be used to validate defective corporate actions. While a similar claim might be made in a Section 225 case, there are restrictions on who has standing to bring such a claim under these statutes.
If you would like to speak to a litigator in Fox Rothschild’s Delaware office, please reach out to Sid Liebesman (302) 622-4237 or Seth Niederman (302) 622-4238.