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Business Planning Keyed to Gevurtz
Waggoner v. Snow, Becker, Kroll, Klaris & Krauss
Citation:
991 F.2d 1501 (1993)Facts
Thomas Waggoner co-founded STAAR Surgical Company in 1982 and served as its CEO and Board member until 1989. In 1984, STAAR hired Elliot Lutzker as corporate counsel. By 1987, STAAR faced financial difficulties and needed Waggoner’s personal guarantees for company debt. In exchange, the Board transferred preferred stock with voting rights to Waggoner. Lutzker drafted the necessary documents for this transaction. In 1989, when STAAR considered a merger with Vision Technologies, Waggoner allegedly violated his fiduciary duties by continuing negotiations with another company, Chiron. The Board removed Waggoner from his positions, but Waggoner attempted to use his voting rights to remove the other directors. Subsequent Delaware litigation determined that the Board’s transfer of preferred stock with voting rights was invalid as ultra vires. Waggoner then sued Lutzker and his firm for malpractice, claiming Lutzker negligently failed to advise that the Board lacked power to fix voting rights when drafting corporate documents.
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