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Business Organizations Keyed to Bouchoux
Klaassen v. Allegro Development Corp.
Citation:
106 A.3d 1035 (Del. 2014)Facts
Klaassen founded Allegro in 1984 and has been its CEO until 2007. In 2012, the board began seriously to consider replacing Klaassen as CEO. After the board meeting, the outside directors discussed Klassen’s unwillingness to compromise with the series A investors. By mid-October, 2012, four director defendants decided to replace Klaassen at the next regularly scheduled board meeting. Those four directors held two preparatory conference calls and asked Botts to prepare a draft resolution removing Klaassen as CEO. The directors decided not to forewarn Klaassen that they planned to terminate him, because they were concerned about how Klaassen would react while still having access to Allegro’s intellectual property.
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