Grimes v. Donald
Delaware Supreme Court
673 A.2d 1207 (1996)
The board of directors of DSC Communications (DSC) (defendant) approved a compensation agreement for DSC’s CEO, James Donald (defendant), that promised him employment until his seventy-fifth birthday, and provided that if he lost his job without cause, he would be entitled to the same salary he would have earned until the contract would otherwise have expired. The contract also included further incentive bonuses, lifetime medical coverage for Donald and his family, and other benefits. Grimes (plaintiff), made a demand to the board that it abrogate the contract with Donald. The board refused. Grimes filed a derivative suit alleging that the board abdicated its responsibility to oversee the management of the company. Grimes alleged that by granting Donald a contract that allowed him to collect compensation even if the board chose to reject the course of action he chooses as CEO, the board had given up its responsibility to oversee the future of DSC. In his derivative action, Grimes alleged that he never had to make a demand of the board, because the demand would have been futile in the first place. The chancery court dismissed Grimes’ case, and Grimes appealed.
Rule of Law
Holding and Reasoning (Veasey, C.J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 159,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,700 briefs, keyed to 186 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.