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Stock Issuance Void In Tony Roma's Board Row: Chancery

Law360, Wilmington (February 1, 2018, 10:00 PM EST) -- The Delaware Chancery judge presiding over a fight about the board composition for the company that owns the Tony Roma's restaurant chain ruled Thursday that a stock issuance designed to dilute an investment fund’s holdings and prevent a takeover was void and can’t be used to calculate shareholder votes.

In a 25-page opinion, Vice Chancellor Tamika Montgomery-Reeves ruled that a move by Roma Restaurant Holdings Inc.’s board in 2016 to create an employee compensation plan that would issue enough restricted stock to dilute the holdings of...
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