• Delaware Court of Chancery
In proceedings involving 1) an action brought by an investor against a corporation seeking a determination as to the proper composition of the board, and 2) counterclaims alleging fraud and negligent misrepresentation, the court determined by a preponderance of evidence that one of the board members verbally resigned from the board during a meeting and that the investor's efforts to reconstitute the board and improve the company's management did not give rise to a claim for fraud or negligent misrepresentation.
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