Although its final episode aired more than a decade ago, there
is still debate about the ending of HBO's critically-acclaimed
series, the Sopranos. In fact, as one critic notes, "the only
objectively true statement that can be made about that ending is
that it's ambiguous."1 This ambiguity was embraced and
lauded by some fans, while others felt cheated by not knowing, with
certainty, the fate of one of television's most well-known
anti-heroes.
While ambiguity is often revered in our entertainment, it is
certainly less welcome in legal writing, which is why it's
comforting to read a Delaware opinion (for what else would us
lawyers do in our spare time!) grounded in black letter law - or as
Vice Chancellor Laster puts it, "'universal
constructions[.]'"2 And,
although the opinion in Applied Energetics isn't going
to set off an armada of law review articles, it does set forth a
clear reading of Section 141 of the DGCL, which addresses the
procedural requirements for
