SAN JOSE, Calif., Feb. 9 /PRNewswire-USNewswire/ -- George and Gust Perlegos announced that the Court of Chancery for the State of Delaware issued a 76 page opinion on February 8, 2007 in which the Court ordered that a special meeting of the stockholders of Atmel Corporation be held and refused their request for reinstatement as officers of Atmel.
In the opinion, the Court found that the decision of the Atmel board to cancel the special meeting of stockholders was improper as a matter of law and directed Atmel to hold the special meeting that was properly called by George Perlegos as the then Chairman of the Board. The Court noted that the right to vote is one of the most fundamental rights of owning stock and held that the "Director Defendants have offered no persuasive reasons for cancellation of the special meeting." The representatives of George Perlegos will confer with Atmel to make arrangements for the special meeting of stockholders.
The Court ruled, based on the narrow scope of Section 225 of the Delaware General Corporation Law, that it would not disturb the Special Committee's decision to terminate George and Gust Perlegos as officers of Atmel. In so ruling, however, the Court recognized the Perlegoses' belief that the process leading to their termination was neither fair nor thorough. In this regard, the Court explained that, "there is room for some discomfort with the thoroughness and fairness of the investigation and with the decisions. ... "
George Perlegos, one of the Founders of Atmel, said, "We are pleased that the Court ruled promptly and are looking forward to holding the special meeting of stockholders. The Atmel stockholders will now have a choice regarding the management and direction of Atmel. We will be providing more information shortly about our slate of directors and our plans for the future. We are also disappointed with decision about reinstatement, but are pleased that the Court recognized the numerous issues regarding the fairness and thoroughness of the investigation. We are reviewing the decision and will be evaluating with our counsel our options, including whether to appeal portions of the decision."
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