Tilray Investor Disputes Delaware Share Limit Vote Standard (1)

Delaware corporate law amendments from 2023 that lowered certain voting standards still allow companies to enforce charter provisions requiring a majority vote of outstanding shares, a Tilray Brands Inc. investor argued Wednesday before the state’s highest court.

The shareholder seeks to overturn a Delaware Chancery Court ruling that dismissed claims that the Canadian cannabis company tried to dupe investors into raising its share limit. Nabil Salama said the trial court’s opinion violated both Tilray’s certificate of incorporation as well as 2023 statutory changes that lowered the default standard for charter amendments changing the number of authorized shares.

“Wasn’t it the ...