Under Section 212(b) of the Delaware General Corporation Law, a stockholder may exercise voting rights through a proxy agent—that is, a person empowered to vote in the stockholder’s stead. Such an arrangement is commonly referred to as a “proxy.” And under Section 212(e), a proxy may be made irrevocable “if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.” But, once established, does an irrevocable proxy bind only the individual stockholder who granted the proxy, or does it also bind subsequent holders of the stock, too? As recently explained by the Delaware Court of Chancery in Hawkins v. Daniel, C.A. No. 2021-0453-JTL (Del. Ch. Apr. 4, 2022), the answer depends on the language of the proxy agreement.

Background

Hawkins owns 88% of the limited partnership interests in MedApproach L.P. (the partnership), a dissolved Delaware limited partnership. The partnership, in turn, owned 75% of the issued and outstanding equity of N.D. Management Inc. (the majority shares).