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Corporations Keyed to O’Kelley
Adlerstein v. Wertheimer
Citation:
2002 WL 205684 (2002)Facts
Joseph Adlerstein, the former chairman and CEO of SpectruMedix Corporation brought an action against the company and three individuals who claim to be the current directors of the company. Wertheimer testified that he and Adlerstein spoke about the deteriorating financial condition of the company. During their conversation, Adlerstein agreed to convene a meeting of the board on July 9, 2001. On July 9, however, Adlerstein arrived lat at the office. He was told that the matter had been postponed. Adlerstein told Wertheimer and Mencher that he was not interested in the Reich proposal because it would dilute his shares in the company. Wertheimer and Mencher explained that the company was in immediate need of funds and the investment by Reich was needed to avoid liquidation. When the vote on the transaction was called Adlerstein did not participate. The board then took up the question of removing Adlerstein for cause from his office as CEO. Adlerstein seeks a determination that the July 9 meeting was not properly convened and, therefore, all actions taken at or in conjunction with that meeting are null and void. Adlerstein also contends that even if the meeting was duly noticed and convened, the actions taken at the meeting by Wertheimer and Mencher were the product of a breach of the fiduciary duties they owed to him in his capacity as a director and the controlling stockholder.
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