Delaware Supreme Court Interprets Private Company Voting Agreement that Departs from Standard NVCA Voting Terms
For reasons of economy in an early-stage investment, venture capitalists and founders often will use forms made available by the National Venture Capital Association (NVCA) as a basis to negotiate the post-investment governance structure of a corporation. In Salamone v. Gorman, the Delaware Supreme Court interpreted the product of such a negotiation. As noted in the opinion, the NVCA form contemplates per share (and not per capita) voting, and the opinion is a reminder of the need for clarity if there is intent to depart from such a regime.
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