Roven v. Cotter

547 A.2d 603 (1988)

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Nature of the Case

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Facts

Roven (P) was a director of Citadel. P sued to enjoin corporate actions intended to remove him without cause from Citadel's classified board of directors. The issue before the court was whether shareholders were permitted to amend a certificate of incorporation to eliminate a bylaw establishing a classified board of directors so that they could then remove P without cause. Ds seek both summary and declaratory judgments on this question.