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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.

Click here to download the Morris Nichols analysis of the opinion

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