Section 227 of the Delaware General Corporation Law (the “DGCL”) provides the Court with the authority to “determine the right and power of persons claiming to own stock, or in the case of a corporation without capital stock, of the persons claiming to be members, to vote at any meeting of the stockholders or members” in any proceeding instituted under § 211, 215 or 225 of the DGCL.

In addition, Section 227(b) provides the Court of Chancery with the authority to appoint a Master to hold any election provided for in Section 211, 215 or 225 of the DGCL under such orders and powers as it deems proper.

Subsequent posts will address Section 227 actions in greater detail.

Carl D. Neff is a lawyer with the law firm of Fox Rothschild LLP.  Carl is admitted in the State of Delaware and regularly practices before the Delaware Court of Chancery, with an emphasis on shareholder disputes.  You can reach Carl at (302) 622-4272 or at