In a closely watched case, the Delaware Court of Chancery recently held in a bench ruling in Electrical Workers Pension Fund, Local 103, I.B.E.W. v. Fox Corporation that Fox Corporation’s (Fox) nonvoting stock was not entitled to a class vote under Section 242(b)(2) of the Delaware General Corporation Law (DGCL) in connection with Fox’s proposed amendment to its charter that would insulate Fox officers from monetary liability in certain situations for breaches of the fiduciary duty of care. DGCL Section 242(b)(2) provides the holders of the outstanding shares of a class with a vote upon a proposed charter amendment, whether or not entitled to vote thereon by the charter, if the amendment would, among other things, “alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely.”