Stay current on changes and developments in corporate law with a wide variety of resources and tools.
June 16 — A director of a Delaware corporation need not provide written notice of his or her resignation from the entity's board, the Delaware Supreme Court affirmed June 12 .
Rather, Chief Justice Leo Strine Jr. agreed with the chancery court that 8 Del. C. §141(b) “is a permissive statute” that does not require a resignation to be in writing.
In a dispute over the control of Biolase Inc., a dental surgery company, Paul Clark was appointed to the Biolase board after previous director Alexander Arrow orally announced his resignation at a Feb. 28 board meeting. Both Arrow's resignation and Clark's appointment were planned by Biolase Chairman and Chief Executive Officer Federico Pignatelli, the court recapped.
Although Pignatelli initially said he was “thrilled” by Clark's appointment, the court continued, he “quickly reversed course” upon learning that Clark had aligned himself with a faction of the board that sought to remove Pignatelli from his position as CEO. According to the court, Pignatelli then argued that because Arrow resigned orally rather than in writing, Clark was not properly appointed to the board.
The chancery court concluded that there is no requirement that a resignation be in writing; as such, it held that Arrow resigned at the Feb. 28 meeting and was immediately replaced by Clark.
Concluding that the ruling was supported by substantial evidence, the state high court affirmed.
To see the decision, go to http://www.bloomberglaw.com/public/document/Biolase_Inc_v_Oracle_Partners_LP_No_270_2014_2014_BL_165101_Del_J.
All Bloomberg BNA treatises are available on standing order, which ensures you will always receive the most current edition of the book or supplement of the title you have ordered from Bloomberg BNA’s book division. As soon as a new supplement or edition is published (usually annually) for a title you’ve previously purchased and requested to be placed on standing order, we’ll ship it to you to review for 30 days without any obligation. During this period, you can either (a) honor the invoice and receive a 5% discount (in addition to any other discounts you may qualify for) off the then-current price of the update, plus shipping and handling or (b) return the book(s), in which case, your invoice will be cancelled upon receipt of the book(s). Call us for a prepaid UPS label for your return. It’s as simple and easy as that. Most importantly, standing orders mean you will never have to worry about the timeliness of the information you’re relying on. And, you may discontinue standing orders at any time by contacting us at 1.800.960.1220 or by sending an email to email@example.com.
Put me on standing order at a 5% discount off list price of all future updates, in addition to any other discounts I may quality for. (Returnable within 30 days.)
Notify me when updates are available (No standing order will be created).
This Bloomberg BNA report is available on standing order, which ensures you will all receive the latest edition. This report is updated annually and we will send you the latest edition once it has been published. By signing up for standing order you will never have to worry about the timeliness of the information you need. And, you may discontinue standing orders at any time by contacting us at 1.800.372.1033, option 5, or by sending us an email to firstname.lastname@example.org.
Put me on standing order
Notify me when new releases are available (no standing order will be created)