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

D was a publicly traded Delaware corporation with a four-person board. Three of the directors were outside directors, and P, the CEO was the fourth. Prior to the morning of June 29, the three independent directors communicated with each other about their concerns with P’s performance. A consensus developed that the board should terminate P’s employment. The three independent directors gathered in an attorney's office who was counsel for D. They resolutely decided to fire P. They then headed to the boardroom where the meeting was to be held in order to confront P. P was summoned and told he must voluntarily resign or be fired. P declined to resign and was told he was terminated. On July 1, 2007, P sent an email to the Company’s general counsel and to the board calling for a special meeting of stockholders for the purpose of voting on the removal of the other directors and election of replacements. Later that day, during a scheduled board meeting, the board formally passed a resolution regarding P’s termination. They ignored P’s call for a special meeting.

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