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Kallick v. Sandridge Energy, Inc.
Court of Chancery of Delaware (2013) | 68 A.3d 242; 2013 WL 2631469; 2013 Del. Ch. LEXIS 63
TL;DR: An incumbent board refused to neutralize a “proxy put” in its debt agreements during a proxy fight. The court enjoined the board's defensive tactics, finding its refusal was an unreasonable, self-interested measure that unfairly burdened the shareholder vote.
Legal Significance: This case establishes that a board's refusal to approve a dissident slate to neutralize a “proxy put” is a defensive measure subject to enhanced scrutiny under *Unocal*, not the business judgment rule, and is impermissible if used for entrenchment purposes.