Oral Resignation of Board Member Was Effective

Oracle Partners, L.P. v. Biolase, Inc., C.A. No. 9438-VCN (Del. Ch. May 22, 2014)

Noteworthy Aspects of this Opinion: This opinion should be consulted by anyone who needs to address the issue of whether a board member’s oral resignation, without actually using the words: “I resign”, is effective. This 46-page decision determined that there was a verbal resignation during a telephonic board meeting that was effective despite some contrary evidence.

Supplement: This case is now the subject of an expedited appeal to the Delaware Supreme Court, and a stay of this decision, for at least two weeks, was issued by the Court of Chancery.