Crapshoot at the Chancery The summary judgement is available online here (Samana v Simon):
The judge spent the first 45 pages dissecting and dismissing all of Tilray's legal arguments, but thought there was some ambiguity in the text so he examined the synopsis on page 49.
In clear, plain language the synopsis states that if a company charter uses general terms to reference the voting standard defined in 242(b), it must also explicitly "opt-out" of the new rule 242(d). However, if the company charter explicitly states the voting standard to be used, there is no requirement to "opt-out" of the new rule 242(d) to maintain the voting standard.
Tilray's charter explicitly states the "majority of outstanding shares" voting standard, and yet the judge ruled in Tilray's favour. Crazy.