673 A.2d 1207 (1996)
The stockholder claimed that the board unlawfully abdicated its statutory duty to manage the corporation's affairs by entering into an employment agreement which provided for the payment of a large sum of money to the CEO, in the event of a constructive termination, and that the board breached its fiduciary duties by failing to exercise due care and committing waste.
- The court held that:
- (1) the stockholder's abdication claim was a direct claim where it alleged an injury which was separate and distinct from the injury suffered by other shareholders;
- (2) the stockholder's abdication claim failed as a matter of law where, in light of the corporation's financial size, the payment provided for in the employment agreement would not have constituted a de facto abdication;
- (3) where the stockholder had demanded that the board take action on his abdication claim, the stockholder was not entitled to assert that demand was excused with respect to his remaining claims; and
- (4) the stockholder did not have a remedy for the board's alleged wrongful refusal of his demand to take action on his abdication claim where he failed to plead with particularity why the board's refusal to act was wrongful.
The court affirmed the lower court's dismissal of the stockholder's action.
Recommended Supplements for Corporations and Business Associations Law