Description

Task:
- Review whether process of written shareholder consent and written board consent was in order
- Review minute book to ensure that all actions taken were thoroughly documented, including the written consents from shareholders and the board of directors.
- Review compliance with Company Bylaws and Certificate of Incorporation: Double-check that all actions are in compliance with your company’s bylaws and certificate of incorporation. Any deviation from these governing documents can lead to legal challenges
- Review notification and communication: Ensure that all relevant parties, including the removed individuals, have been properly notified in accordance with the bylaws and any applicable legal requirements.
- Analyse and point out litigation risk

All documents will be provided digitally

Background:
On the 19/12/2023 the majority of shareholders have executed attached action by written consent to remove a director without cause and appoint new directors.

Subsequently the new board has decided to remove an officer without cause and appoint new officers by unanonimous written consent.

The same day all shareholders were informed about the action taken including the affected officer and director (which are the same person)

Action was taken after 2-3 months long mediation between the founders to address the wish of one of the founders to step down and reduce his scope of work which was preceeded by months of various behavioral and perfomance related challenges.

If action had not been taken before 1/1/2024 the respective founder would have vested 1/3 of his shares.

IP was assigned at incorporation.
Director / Officer removed was serving as independent contractor and is also a shareholder.
There is no written contract between the director and the company.
Monthly compensation was outlined in an E-Mail and paid monthly.