Saxena White P.A. Files Stockholder Class Action to Protect Voting Rights of Twitter, Inc. Stockholders

On May 6, 2022, Saxena White filed a stockholder class action in the Delaware Court of Chancery on behalf of the Orlando Police Pension Fund, seeking to protect the voting rights of Twitter stockholders in connection with the proposed takeover of the company by Elon Musk. Specifically, Twitter and Musk appear poised to put the proposed takeover to a simple majority vote in which Musk and his affiliates will be permitted to vote – a vote in which, given Musk’s significant holdings of Twitter stock, the proposed takeover could be approved even without the support of most other Twitter stockholders. The complaint in the action alleges that, under Section 203 of the Delaware General Corporation Law, the proposed takeover must actually be approved by two-thirds of Twitter’s stockholders other than Musk and his affiliates – meaning that the proposed takeover can only be completed if it receives unambiguous support from Twitter’s public stockholders who will be cashed-out of their investments if the takeover is completed.