Resignation Board of Directors

News & Analysis as of

Blog: How to Handle Changes on Your Board of Directors

Board members tend to stay with companies for a relatively long time, but, like employees, sometimes it makes sense for a board member to leave. Here is what I try to do when a board member departs: - Clear...more

How To Survive A Conflict of Interest Scandal

What happens when you own a business and hold a political position or serve on a non-profit board and you have to make a decision in one of those positions that could affect your business? Can you remain objective? Can you...more

Court Of Chancery Reverses Director Resignation

In this unusual case, the Court of Chancery has reinstated a director who was tricked into resigning. The opinion has a good discussion of how directors may resign and when their resignation is not effective....more

Delaware Supreme Court: Directors May Resign by Oral Statement

Last month, in Biolase, Inc. v. Oracle Partners, L.P. (Del. June 12, 2014), the Delaware Supreme court affirmed the oral resignation of a director while on a board call....more

Biolase v. Oracle Partners, L.P., C.A. No. 9438 (Del. June 12, 2014)

In this expedited appeal from a post-trial decision of the Court of Chancery, the Delaware Supreme Court affirmed the Court of Chancery’s holding that, under 8 Del. C. § 141(b), directors may resign by verbal statements,...more

Why Biolase v. Oracle Partners, L.P. May Not Be The Last Word On Resignations

Yesterday, I mentioned the Delaware Supreme Court’s recent holding in Biolase, Inc. v. Oracle Partners, L.P., 2014 Del. LEXIS 278 (Del. June 12, 2014). In an opinion written by Chief Justice Leo E. Strine, Jr., the Supreme...more

May A Director Resign By Telling Another Director “I Quit”?

Suppose in a fit of pique, a director telephones a fellow director and announces that she is quitting the board. Has the director resigned? California Corporations Code Section 305(d) provides...more

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