Flaa v. Montano, C.A. No. 9146-VCG (Del. Ch. (Feb. 24, 2014). Takeaway: One point that can be taken from this pithy Chancery ruling is that it is not necessary for a director to be actually seated on the board in order to use DGCL Section 225 to ask the court to determine if that person should be deemed a validly elected director.

A prior Chancery decision in this case was highlighted on these pages.