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Ellen
Ellen, Attorney
Category: Business Law
Satisfied Customers: 36714
Experience:  25 years of experience helping people like you.
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what are legal remedies for unjust and willfull misconduct

Resolved Question:

what are legal remedies for unjust and willfull misconduct of chairman of board...
Submitted: 6 years ago.
Category: Business Law
Expert:  Ellen replied 6 years ago.
Hello,


Thank you for your question. I am happy to assist you.

The Chairman of the Board would be in breach of his fiduciary duty in would be subject to actual and punitive damages.

The Chairman of the Board has a fiduciary duty to the corporation and shareholders. One of those duties is to act in the best interest of all community members. Unjust and willfull misconduct would be a breach of their fiduciary duty.
Ellen and other Business Law Specialists are ready to help you
Customer: replied 6 years ago.
You are kind and swift...we are awaiting the results of arbitration about a dilution dispute...while going through that exercise we unearthed information that indicates that the vc firm who is now the chairman of our privately held company knowingly planned to "snooker" us the the major investors and founders with dilutions. he himself is a lawyer and his lawyer left out language in the agreement that would have made processes for these dilutions....he and his lawyer were absent at the proceedings....we believe they would of had to purjure themselves otherwise. Inititially we took a tactical approach to the arbitration which was still favorable to us...however--of two nights of no sleep we awoke with an ah ha understanding of all the unseemly transgressions. How long does would it take to prove willful misconduct or gross neglect...I am happy to pay for your kind attentions...knowing you are without full perspective...xo M
Expert:  Ellen replied 6 years ago.

Thank you very much. Although I am without full perspective of the intricacies involved in your situation, it is impossible to state how long it will take to prove willful misconduct or gross negligence. It is entirely dependent upon the amount of time and money both parties are willing to invest in the litigation.
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Customer: replied 6 years ago.
Good Morning FlaandNYLawyer...

Another sleepless night...My question was stupid...may I have a "do over"...of course I would intend to remunerate you.

the question should have been what is required to prove willful misconduct...if his attempt from the the get go was to put in or take out things in a contract that would allow him to dilute us easily....what are other examples. if i were you i would be wondering...where was their lawyer....unclear is the answer, we believe our lawyer was not our lawyer but in fact.....relating info to the vc fund in order to complete the deal....after the fact he wanted us to sign a backdated contract say he was our lawyer from some post date of the signing of the operating agreement.

its freezing here...send up some vitamin d!!!!
Expert:  Ellen replied 6 years ago.
Hello,


Thank you for your follow up question.I was off-line when you responded.

Willful misconduct does not have any precise definition because its meaning largely depends on the context in which it appears. Generally it means intentionally doing that which should not be done or intentionally failing to do that which should be done, knowing that injury to a person will probably result or recklessly disregarding the possibility that injury to a person may result.

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