A group of shareholders brought a suit against the Board of Directors of a publicly traded company in Delaware. The Board had previously decided to implant a “poison pill” agreement, where any form of attempted takeover by the shareholders would grant an equity company familiar with the Board super voting power. When a shareholder attempted to oust the current board by obtaining proxies, she retained more than ten – breaking a rule which mandates a limit on the number of proxies one shareholder can acquire. The shareholder believes there ought to be exceptions to the U.S. Securities and Exchanges Commission’s proxy rules, since the company had been delisted as an “Over-The-Counter” electronically traded pink sheet and had been consistently out of compliance with annual regulatory filings. With the shareholder believing that the “poison pill” agreement was created solely to allow the current board to keep holding company power, a respected expert on rules and regulations of the Securities and Exchanges Commission was inquired after to testify about proxy standards and similar agreements.