## Facts

- Entrata Communications Corporation, a Delaware corporation, had an incumbent board including Dean Hampton, Ahmad Fauzi Saad, and Angelo Compagnoni.
- Superwire.com, Inc., a major Entrata stockholder and creditor, claimed voting control and sought to replace Entrata’s board with its own nominees.
- Superwire obtained and delivered written stockholder consents purporting to remove the incumbent directors and elect a new slate (Merelli, May, Truher, Macary, and Jakubiak).
- After delivery of the consents, Entrata issued additional shares that allegedly diluted Superwire’s voting power and sought revocations of previously signed consents.
- One consent described Hampton’s removal as “for cause,” and defendants argued the removal was invalid absent notice of charges and an opportunity to be heard.
- Plaintiffs filed a summary action under DGCL § 225 seeking a declaration as to the lawful board; defendants moved to dismiss or for judgment on the pleadings as to the “for cause” removal theory.

## Issues

1. Whether the stockholder written consents were valid and effective under DGCL § 228 to remove incumbent directors and elect a new board.
2. Whether a purported “for cause” removal was defective for lack of notice and an opportunity to be heard, or could be sustained as a removal without cause under the certificate of incorporation.
3. Whether post-consent share issuances and later revocations could retroactively defeat the effectiveness of earlier-delivered consents.
4. Which individuals lawfully held office as Entrata’s directors for purposes of DGCL § 225.

## Decision

- The court determined, within the limited scope of DGCL § 225, that the stockholder consents complied with DGCL § 228 and were effective corporate action.
- The court rejected the dismissal theory that Hampton’s removal failed for lack of notice and hearing because Entrata’s charter permitted removal without cause; the “for cause” characterization did not impose additional procedural requirements.
- The court held that later share issuances and later-obtained revocations did not undo or retroactively invalidate consents that had already become effective upon proper delivery.
- The court declared plaintiffs’ nominees (Merelli, May, Truher, Macary, and Jakubiak) to be the lawful board and that Hampton, Saad, and Compagnoni no longer held office as directors.

## Legal Principles

- DGCL § 225 is a summary proceeding limited to determining the present right to corporate office based on governing instruments and statutory compliance, not broader fiduciary-duty or damages disputes.
- Under DGCL § 228, stockholder action by written consent is effective when consents representing the requisite voting power are properly executed, dated, and delivered; later events do not relate back to defeat that completed action.
- When a certificate of incorporation permits removal of directors without cause, stockholders may remove directors by the requisite vote or written consent without cause-based procedural protections; labeling the removal “for cause” is not, by itself, legally operative.

## Conclusion

The Court of Chancery held that majority stockholder written consents validly reconstituted Entrata’s board under DGCL § 228, that the “for cause” phrasing did not require notice-and-hearing protections because the charter allowed removal without cause, and that subsequent dilution and revocations could not retroactively negate the already-effective consents.


Superwire.com, Inc. v. Hampton, 805 A.2d 904 (Del. Ch. 2002)