Corporate directors can resign orally without a written notice to the board of directors, the Delaware Supreme Court has ruled. The court’s decision affirms the Delaware Court of Chancery’s May ruling upholding the validity of a medical device manufacturer’s former director’s resignation from the company during a telephone conference call.
The appeal, Biolase v. Oracle Partners, arose after Chancery Court Vice Chancellor John W. Noble held that 8 Del C. Section 141 and corporate bylaws permitted the verbal resignation of two directors of Biolase Inc., a Delaware corporation headquartered in Irvine, Calif. Biolase, a dental industry medical device manufacturer, held a telephonic board meeting to discuss the proposed resignation of board members Alexander Arrow and Samuel Low on Feb. 28, according to court documents.
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