Newsletter
Nov 9, 2015
Securities and Corporate Governance Litigation Quarterly
Welcome to the fifth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for corporate and transactional lawyers. Each summary below is followed by key practice takeaways.
Delaware Chancery Court Rejects Majority Stockholder’s Attempt To Remove And Replace Officers Through By-Laws Amendments
Gorman v. Salamone (here) involves a long-running dispute over the control of Westech Capital Corp. which arose because a voting agreement was arguably unclear as to whether certain directors were to be elected per capita among certain key shareholders or per share. The majority shareholder, John J. Gorman, IV, largely lost that battle in an earlier case that was decided by the Delaware Supreme Court in late 2014 (here) which left the CEO and Gorman’s nemesis, Salamone, in place, together with the board seat to which Salome was entitled as CEO under the voting agreement.