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Delaware Code

8 Del. C. § 227 (2026)

Powers of Court in elections of directors

✓ current as of May 2026
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(a) The Court of Chancery, in any proceeding instituted under § 211, § 215 or § 225 of this title may determine the right and power of persons claiming to own stock to vote at any meeting of the stockholders.

(b) The Court of Chancery may appoint a Magistrate in Chancery to hold any election provided for in § 211, § 215 or § 225 of this title under such orders and powers as it deems proper; and it may punish any officer or director for contempt in case of disobedience of any order made by the Court; and, in case of disobedience by a corporation of any order made by the Court, may enter a decree against such corporation for a penalty of not more than $5,000.

8 Del. C. 1953, §  227;  56 Del. Laws, c. 50;  77 Del. Laws, c. 253, §  28;  84 Del. Laws, c. 101, § 1; 
Notes of Decisions
Cited in 7 cases (4 in the last 5 years), 1959–2026 · leading case: In Re Seminole Oil & Gas Corp., 150 A.2d 20 (Del. Ch. 1959).
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In Re Seminole Oil & Gas Corp., 150 A.2d 20 (Del. Ch. 1959). “The Court appointed a Master for the purpose required and empowered him, inter alia, as authorized by 8 Del.C. § 227, to determine the right and power of persons claiming to own stock to vote.”
Prickett v. Am. Steel & Pump Corp., 251 A.2d 576 (Del. Ch. 1969). “8 Del.C. § 227(b). The number of directors to be elected at that meeting will be determined by further proceedings in this case.”
In re: Hawk Sys., Inc. a Delaware Corp. (Del. Ch. 2019). · cites it 2× “60 He then acquired an additional 2,015,554 shares on the open market,61 8,162,283 shares through a writ of execution following his success in the Sebastiano Action,62 and 4,428,355 shares through a transfer from 58 8 Del. C. § 227. 59 Zohar II 2005-1, Ltd.”
Simple Global, Inc. v. Banasik (Del. Ch. 2021). “” 8 Del. C. § 227(a). In exercising that power, “the court may determine any legal or factual issue, the resolution of which could affect the outcome of a corporate election or of any other stockholder vote.”
Rainbow Mountain, Inc. v. Terry Begeman (Del. Ch. 2025). “”) (citation modified) (quoting 8 Del. C. § 227 )), aff’d sub nom. Spanakos v.”
Roy Mitchell Edmondson v. Daniel Oakes (Del. Ch. 2026). “56 8 Del. C. § 227(a); see also CCSB Fin. Corp.”
Ami Shafrir Berg v. Shai Bar-Lavi (Del. Ch. 2026). “103 8 Del. C. § 227(a); see also CCSB Fin. Corp.”
— 8 Del. C. § 227(a) — 3 cases
Simple Global, Inc. v. Banasik (Del. Ch. 2021). “” 8 Del. C. § 227(a). In exercising that power, “the court may determine any legal or factual issue, the resolution of which could affect the outcome of a corporate election or of any other stockholder vote.”
Roy Mitchell Edmondson v. Daniel Oakes (Del. Ch. 2026). “56 8 Del. C. § 227(a); see also CCSB Fin. Corp.”
Ami Shafrir Berg v. Shai Bar-Lavi (Del. Ch. 2026). “103 8 Del. C. § 227(a); see also CCSB Fin. Corp.”
— 8 Del. C. § 227(b) — 1 case
Prickett v. Am. Steel & Pump Corp., 251 A.2d 576 (Del. Ch. 1969). “8 Del.C. § 227(b). The number of directors to be elected at that meeting will be determined by further proceedings in this case.”
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