Dais-Naid, Inc. v. Phoenix Resource Companies, Inc. (In re Texas International Corp.)

This case began as an adversary suit arising from the bankruptcy proceedings of Texas International Corporation. Pursuant to the terms of a confirmed reorganization plan, on November 16,1990, Arthur Lipper, III was elected to the board of directors of the reorganized entity, Appellee Phoenix Resource Companies, Inc. That same date, the majority shareholder of Phoenix Resource, Goldman, Sachs & Co., voted to remove Lipper from the board, pursuant to certain provisions in Phoenix Resource’s amended certificate of incorporation and amended bylaws.

Alleging that Lipper’s removal was contrary to…