Nature of the Case
To access this section all you need to do is click here and register.
Facts
Projectavision (D) was formed by Dolgoff (P) and Maslow to exploit technology developed by P to depixelate television images thus enhancing the clarity and quality of the picture. Things went south between the parties and by 1995 P was terminated from employment at D. P then sued for wrongful termination and misappropriation of intellectual property. Prior to his termination, P was asked to resign as a director but refused. P claims that he was excluded from the board since his refusal. A proxy was filed by other directors to hold a shareholder meeting on January 24, 1996. The proxy simply stated that the issue of P's removal would be put to a vote. P objected to this proxy as the full board of directors never officially authorized the filing with the SEC and P demanded to present his side to the shareholders. The board then called a new meeting and proposed a shareholders meeting be held February 29, 1996, to elect Maslow to serve another three-year term. The proxy statement also indicated that P and another director whose terms expired in 1996 would not be renominated to serve. This proxy was approved by the board but was never disseminated to shareholders. P sued D on January 30, 1996. Shortly thereafter, the board called another meeting that revised the proxy statement and put up three directors for reelection; Sherman Langer was to be nominated for P's seat. This was approved on February 5, 1996, and disseminated to shareholders.
Support@ bsmsphd.com
Casebriefs Co