Document: In re Native American Energy Group, Inc., C.A. No. 6358-VCL (Del. Ch. May 19, 2011)
The Court of Chancery denied a petition from Native American Energy Group, Inc. for a declaration to cure a flaw in its capital structure, stating that the court lacked jurisdiction because there was no litigable controversy. Pursuant to Section 225(b) of the General Corporation Law of the State of Delaware (the “GCL”), the company sought a declaration that it had cured the flaw through the written consent of a majority of stockholders. Though Section 225(b) of the GCL was amended in 2008 to authorize a corporation to file petitions in the court to determine the result of certain stockholder votes, the court found that this amendment was limited in scope and not intended to enable parties to manufacture grounds for an advisory opinion.