This section contains the nature of the case and procedural background.

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.

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