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: Delaware Business Litigation ReportCourt of Chancery Holds Board Meeting Is Void
By Morris James LLP
Fogel v. U.S. Energy Systems, Inc., C.A. No. 3271-CC (December 13, 2007).
Directors often think that if they get together that is a real board of directors' meeting. Not so. As this decision holds, a board meeting is a formal event that must be preceded by the appropriate notice, be conducted by voting on the issues and otherwise be properly called and conducted. Gatherings of even all the directors that do not meet these tests are void.
Moreover, the consequence of holding a meeting void is that actions taken cannot be ratified later. Thus, even when all but one of the company's directors wanted to fire the CEO, their attempt to do so at a haste gathering of all the directors was ineffective.
Full post as published by Delaware Business Litigation Report on December 13, 2007 (boomark / email).
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Chancery Refuses to Defer to Bankruptcy Stay in Ordering Shareholder Meeting
In Fogel v. U.S. Energy Systems, Inc., 2008 WL 151857 (Del. Ch., Jan. 15, 2007), read opinion here, the Delaware Chancery Court refused to defer its decision to order a shareholders' meeting pursuant to DGCL 211, despite the "automatic stay" provision of Section 362 of Chapter 11 of the Federal Bankruptcy Code...
Fogel v. U.S. Energy Systems Inc: "Improperly Convened" Meetings And The Blasius Standard In Delaware
In Fogel v. U.S. Energy Systems Inc., No. 3271-CC, 2008 WL 151857 (Del. Ch. Dec. 13, 2007 ) the Delaware Chancery Court decided that a confrontation between the CEO and directors was not a “meeting” under section 141 of Delaware’s General Corporation Law...
Delaware Chancery Court: Automatic Stay Does Not Apply To Order Compelling Shareholder Meeting
The Delaware Corporate and Commercial Litigation Blog discusses the case of Fogel v. U.S. Energy Systems, Inc., 2008 WL 151857 (Del. Ch., Jan. 15, 2007) - The Chancery Court cited to a decision of the U...
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