Baxter Secures Order Under Sec. 205 Validating Charter Amendment

Skadden secured an order under recently enacted Section 205 of the Delaware General Corporation Law validating a charter amendment destaggering the board of directors of Baxter International Inc. At issue was Baxter's determination that a charter provision prohibiting the amendment "without the affirmative vote of at least two-thirds of the holders of all the securities" required approval by two-thirds of the company's shares, rather than holders. On June 22, the Court of Chancery validated the amendment based on factors it "deem[ed] just and equitable," including the history of uncertainty surrounding the provision and the fact that "the equities favor a per-share voting presumption, which protects the holders of a majority of shares from being disenfranchised."