Corporations Keyed to Klein
Day v. Sidley & Austin
Facts
Plaintiff was a senior partner with a long, distinguished career. Plaintiff worked for Defendant out of Washington, D.C. Defendant’s executive committee inquired into merging with another firm, but partners not on the committee were not aware of the deliberations. However, once the firm decided to merge, the proposed merger was brought to a vote for the partners at Defendant firm. Plaintiff voted in favor of the merger but was not aware that the firm intended on merging the Washington offices wherein he would share the chairmanship title with the former chair of the other firm. Plaintiff argued that he had a contractual right to the title of chair of the Washington office, and that the title change was intentionally kept from him when he voted in favor of the merger. If he would have known of the change, Plaintiff would not have voted in favor of the merger – and therefore there would not have been a unanimous vote to merge – and no merger would have taken place. Plaintiff argued that he was professionally humiliated by the title change.
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