Document: Opportunity Partners L.P. v. Transtech Service Partners Inc., C.A. No. 4340-VCP, Parsons, V.C. (Del. Ch. April 14, 2009)

The Petitioner brought suit under § 211 of the Delaware General Corporation Law to compel the Respondent Transtech Service Partners to hold an annual shareholder meeting to elect directors.  The Company was formed as a “blank check vehicle,” meaning it did not own any assets when it completed its initial public offering of stock. The Company had failed to fulfill its stated special purpose, namely to merge with another operating company.  As the Petitioner had proper shareholder standing and was not pursuing a goal that offended public policy, the Court granted the Petitioner’s Section 211 request and ordered the Company to hold such annual meeting within 60 days of the ruling.