Legal Question in Business Law in Delaware

Board of Directors Meetings

In a Delaware corporation, what are the penalties / sanctions / remedies for a company that knowingly excludes a member of the Board of Directors (who is also an Executive, Co-Chairman of the Board and the largest shareholder) from a Board meeting to decide that member's employment status, and subsequently the Board (sans fired member) decides to fire the member with cause? (such charges are later dropped after being proven false).


Asked on 4/01/01, 10:38 pm

1 Answer from Attorneys
Bruce W. McCullough Bodell, Bove', Grace & Van Horn. P.C.

Re: Board of Directors Meetings

One of the reasons Delaware is so popular a state for incorporation is the existence of Chancery Court, which decides equity matters. This may be the arena for your dispute, because you appear to want to compel the corporation to do something (adhere to its Bylaws), rather than seek money damages (although that possibility is not excluded).

This is general information for discussion purposes and not legal advice. My firm handles Chancery Court litigation; please feel free to contact me to discuss this matter further.

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Answered on 6/06/01, 9:35 am


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