Roven v. Cotter

Alfred Roven, a director of Citadel Holding Corporation, has sued to enjoin certain corporate actions ultimately intended to remove him without cause from Citadel’s presently classified board of directors. The novel issue before me is whether 8 Del.C. § 141 (1983 and Supp.1987), and Essential Enterprises Corp. v. Automatic Steel Products, Inc., Del.Ch., 159 A.2d 288 (1960), permit shareholders to amend a certificate of incorporation, thereby eliminating a bylaw establishing a classified board of directors, so that the stockholders can then remove a director without cause. The defendants seek…