Hill International, Inc., et al. v. Opportunity Partners, L.P.

by
Defendants-appellants Hill International, Inc., David Richter, Camille Andrews, Brian Clymer, Alan Fellheimer, Irvin Richter, Steven Kramer and Gary Mazzucco sought review of Court of Chancery orders dated June 5, 2015 and June 16, 2015. In its June 5, 2015 Order, the Court of Chancery enjoined Hill from conducting any business at its June 9, 2015 Annual Meeting, other than convening the meeting for the sole purpose of adjourning it for a minimum of 21 days, in order to permit plaintiff-appellee Opportunity Partners L.P. to present certain items of business and director nominations at Hill’s 2015 Annual Meeting. On June 16, 2015, the Court of Chancery entered the Order dated June 5, 2015 as a partial final judgment pursuant to Court of Chancery Rule 54(b). This expedited appeal presented for the Supreme Court's resolution a dispute over the proper interpretation of certain provisions of Articles II and III of Hill’s Bylaws as Amended and Restated on November 12, 2007. The sections of the Bylaws at issue, specifically language in Sections 2.2 and 3.3, concerned the operative date for determining the time within which stockholders must give notice of any shareholder proposals or director nominees to be considered at Hill’s upcoming annual meeting. After review of the bylaws and the Court of Chancery's orders, the Supreme Court found reversible error and affirmed. View "Hill International, Inc., et al. v. Opportunity Partners, L.P." on Justia Law