In Stream TV Networks v. SeeCubic, the Delaware Supreme Court vacated a permanent injunction imposed by the Delaware Court of Chancery that prohibited Stream TV Networks, Inc. and the Rajan brothers, who collectively held a majority of the company's stock, from blocking a negotiated transfer of all of Stream's assets to satisfy its secured creditors. In so doing, the Supreme Court held that a provision of Stream's certificate of incorporation requiring stockholder approval for certain asset transfers (the Stream charter provision) unambiguously applied to the transaction. While not necessary to its holding in light of its interpretation of the Stream charter provision, the Supreme Court also found that the common law "failing business" exception to the stockholder approval requirement for a sale of substantially all assets, if it ever existed in Delaware, did not survive the adoption of Section 271 of the Delaware General Corporation Law (the DGCL).

In 2020, Stream encountered financial difficulties, and, at the urging of certain of its stockholders and secured creditors, several independent directors were appointed to the board of directors. The board subsequently formed a resolution committee comprised of two of the new independent directors, and the committee negotiated and approved an omnibus agreement pursuant to which Stream would assign all of its assets to a new entity established by the company's secured creditors in exchange for forgiveness of Stream's outstanding debt. Stream's stockholders other than the Rajan brothers were given the opportunity to exchange their Stream shares for an identical number of shares in the new entity, and the Rajan brothers would be permitted to maintain an indirect interest in the new entity through Stream, which would be issued shares in the new entity as well. The Rajan brothers brought suit to block the asset transfer contemplated by the omnibus agreement, claiming that stockholder approval of the transaction was required under the Stream charter provision and under Section 271.