Delaware Court Rules ATG's Nomination Valid, Board Breached Fiduciary Duty
EMPD sits 43% above its 52-week low of $2.484 on elevated volume (3.4× avg).
Summary
Delaware court ruled Empery Digital's board breached its bylaws and fiduciary duties by rejecting activist ATG Capital's director slate. ATG's nine nominees will stand for election at the October 14 annual meeting, setting up a contested proxy fight for control of the company.
Key Events · Legal and Risk Events · EMPD
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Court Invalidates Board's Nomination Rejection
Delaware Court of Chancery held the board 'lacked contractual grounds to reject the Nomination Notice' and that the rejection was 'inequitable and constituted a breach of the directors' fiduciary duties.'
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ATG's Slate Cleared for Election
Court expressly ruled ATG's Nomination Notice is valid and its nine nominees may stand for election at the October 14 annual meeting, setting up a contested proxy fight.
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Board's Key Arguments Rejected
Court found Brown was not a 'participant' in ATG's solicitation and that disclosure of ATG's Bitcoin ETF short position was not required under the bylaws.
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ATG Closes Bitcoin Short
ATG Fund has closed out its Bitcoin ETF short positions and no longer holds any short positions in Bitcoin ETFs, removing a key board argument against the slate.
Analysis · EMPD · Crypto Assets
The Delaware Court of Chancery issued a scathing opinion finding Empery Digital's board breached both its bylaws and fiduciary duties by rejecting activist ATG Capital's director slate. The court held the board 'lacked contractual grounds' to reject the nomination and that its actions were 'inequitable.' This clears the path for ATG's nine nominees to stand for election at the October 14 annual meeting, setting up a full proxy contest for control of the company. The court also found the board's concerns about ATG's Bitcoin short position and alleged coordination with Tice Brown did not justify the rejection under the company's advance notice bylaws. ATG has since closed out its Bitcoin ETF shorts, removing a key board argument against the slate.
How filings like this one have moved
In the 30 days to Sep 13, 2026, 35.6% of the 1216 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.43%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, EMPD was trading at $3.55 on NASDAQ in the Crypto Assets sector, with a market capitalization of approximately $98.7M. The 52-week trading range was $2.48 to $8.17. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.