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Corporations Keyed to Hazen
Palisades Growth Capital II, L.P. v. Backer
Citation:
2020 WL 1503218 (Del. Ch. 2020)Facts
Defendant, Alex Backer, is a co-founder of QLess, Inc. He was also the company’s CEO until QLess’s board of directors removed him from that position. At the time Backer was terminated as CEO, all five board seats were filled. Believing he held a 2-1 board majority, Backer seized the moment by scheming with Richardo to take control of the company in advance of the November 15 meeting. With plan in hand, Backer announced at the outset of the meeting that he held a 2-1 board majority and then demanded that Grauman and D’Addario disconnect from the call since they were not members of the board. D’Addario refused to disconnect. With Richardo’s support, Backer then fired Grauman as CEO, appointed himself to replace Grauman as CEO and fill the CEO director seat.
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