Bhargava Ghatty v. Rajesh Mudili

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

BHARGAVA GHATTY,
SURYANARAYANA RAJU
MUDUNURU, and PRAVEEN
KOTAGIRI

Plaintiffs,

v. C.A. No. 2025-0615-LWW

RAJESH MUDILI, and ALIREZA ZQ
NADERI,

Defendants,

and

ALTUMIND INC., a Delaware corporation,

Nominal Defendant.

MEMORANDUM OPINION

Date Submitted: August 1, 2025
Date Decided: October 21, 2025

Michael W. McDermott, David B. Anthony & Zachary J. Schnapp, BERGER
MCDERMOTT LLP, Wilmington, Delaware; Attorneys for Plaintiffs Bhargava
Ghatty, Suryanarayana Raju Mudunuru, and Praveen Kotagiri

Michael K. DeSantis & Bradley T. Meyer, OFFIT KURMAN, Wilmington,
Delaware; Attorneys for Defendants Rajesh Mudili and Alireza ZQ Naderi

WILL, Vice Chancellor
This action under 8 Del. C. § 225 concerns a dispute over the corporate

officers of Altumind Inc., a private Delaware corporation. The plaintiffs—three

directors of a five-member board—purported to remove the two defendant directors

from their officer roles at a March 20 board meeting. The defendants challenge their

removals for numerous reasons, most of which exceed the bounds of this proceeding.

One argument is dispositive. Although the March 20 meeting notice complied

with the company’s bylaws, it omitted that the defendants’ removals would be

considered—and even suggested that one would assume an expanded officer role.

Equity will not abide such duplicity toward fellow directors. The defendants remain

officers of Altumind.

I. FACTUAL BACKGROUND

The following facts were stipulated to by the parties or found by a

preponderance of the evidence at trial.1

1
See Joint Pre-trial Stipulation and Proposed Order (Dkt. 15) (“PTO”). The trial record
includes 13 joint exhibits. Id. at 13. Joint exhibits are cited as “JX __.”
1
A. Altumind Inc.

Nominal defendant Altumind Inc. (the “Company”) provides back-office

operations and IT-related consulting and services to corporations.2 It was

incorporated in Delaware on December 10, 2021.3

The parties to this case are stockholders in and the five directors of the

Company: plaintiffs Bhargava Ghatty, Suryanarayana Raju Mudunuru, and Praveen

Kotagiri, and defendants Rajesh Mudili and Alireza ZQ Naderi.4 In April 2022, each

of the parties executed a Shareholders’ Agreement designating the Company’s

officers “[u]ntil changed by the board of directors.”5 Ghatty is co-Chief Executive

Officer and President.6 Naderi is Senior Vice President of Global Sales.7 And

Mudili is co-Chief Executive Officer and Treasurer. Whether Mudili and Naderi

retain those officer positions is in dispute.

B. The March 20 Meeting Notice

On February 19, 2025, Ghatty emailed the five directors to schedule the

Company’s “first in-person board meeting.”8 Noting that it had been “more than 3

2
PTO ¶ 2; JX 3 at 1-2.
3
JX 1 at 2.
4
PTO ¶ 1; JX 3 at 1-2.
5
JX 3 § 3.b.
6
Id. at 3.
7
Id.
8
PTO ¶ 5; JX 4 at 6.
2
years since [they had incorporated],” he hoped to discuss “how [they could] bring

better governance and transparency in [the] [C]ompany.”9 He suggested a March 20

meeting date.10

Thirteen days later, on March 7, Ghatty emailed the directors a notice and

agenda for a March 20 meeting in “San Jose, CA (subject to availability of

directors).”11 The agenda included:

1. “Review of [Ghatty’s] recent requests for financial statements, bank
records, and supporting documentation[;]”

2. “Discussion of alleged unauthorized transactions or approvals[;]”

3. “Proposal for new signatory protocols and centralized finance email[;]”

4. “Proposed recognition and role expansion for [Naderi; and]”

5. “Any additional matters raised by Board members or shareholders in
good faith[.]”12

A detailed description of the items to be discussed followed.13 Relevant here,

Ghatty stated his belief that the Company’s “shareholders and directors [should]

have timely and accurate insight into the Company’s financial affairs.”14 To that

9
JX 4 at 6.
10
Id.
11
PTO ¶ 8; JX 4 at 3-6.
12
JX 4 at 4.
13
That is, a detailed description of the agenda was included within the same notice email
after the high-level agenda.
14
JX 4 at 4.
3
end, he proposed to “[t]ransition to a two-signature minimum requirement for any

[financial] disbursements, with three (or five) total authorized signers designated by

the Board.”15 At the time, Mudili was the only authorized signatory for the

Company’s Bank of America account.16

Ghatty also outlined “[p]otential [a]reas of [c]oncern” regarding unauthorized

compensation or withdrawals, hiring practices, and improper use of documents.17

He wrote: “I emphasize that no final conclusions have been reached. These matters

are cited solely to ensure the Board is informed.”18

Regarding Naderi, Ghatty noted Naderi’s “notable contributions to [the

Company’s] revenue growth and client acquisition efforts.”19 He proposed that

Naderi be appointed Chief Revenue Officer and given “[e]nhanced

[c]ompensation.”20

Ghatty expressed his hope that the meeting would “strengthen corporate

governance.”21 He cautioned that the notice was not “an accusation of wrongdoing

against any individual” but “a formal invitation to clarify and remedy any potential

15
Id.
16
PTO ¶ 3 (discussing the account ending in ‘6195).
17
JX 4 at 5.
18
Id.
19
Id.
20
Id.
21
Id. at 6.
4
governance shortfalls.”22 He invited all directors to submit any “contrary evidence”

and “additional agenda items” ahead of the meeting.23

C. The Falling Out
The next week, on March 13, Naderi accused Ghatty of “self-dealing by

concealing financial arrangements that bene[fited] [him] personally.”24 He

mentioned multiple failed buyback attempts of Ghatty’s shares.25 Naderi offered an

ultimatum: either Ghatty accept a buyback offer by close of business, or Naderi

would “withdraw from the company and file for its dissolution.”26

Ghatty denied any misconduct or previous buyback proposals.27 He invited

Naderi to “place any legitimate concerns on the official Board meeting agenda.”28

He also reminded Naderi and Mudili that “requests for complete financial records

(bank statements, tax returns, budgets, etc.) have gone unanswered.”29

22
Id.
23
Id. at 5.
24
Id.; see PTO ¶ 9 (confirming that all five directors were on this email).
25
JX 5 at 4.
26
Id.
27
Id. at 1-2; see PTO ¶ 9.
28
JX 5 at 2.
29
Id.
5
On March 19, Naderi told the Board that he and Mudili would be unable to

attend the meeting due to their “tight schedules.”30 Ghatty responded that their

notice of absence—only one day before the meeting—was unacceptable.31 Ghatty

offered to provide a virtual meeting link upon request.32 Alternatively, Ghatty said

that he was “prepared to schedule an additional Board meeting” on a proposed future

date.33 The record does not suggest that Mudili or Naderi requested a link.

D. The March 20 Meeting and Its Aftermath

According to the plaintiffs, the March 20 Board meeting went forward as

planned, with Ghatty, Kotagiri, and Mudunuru in attendance.34 There are no

contemporaneous minutes or evidence of the meeting, however. Resolutions dated

April 8 state that at the meeting, “appropriate resolutions were adopted, changing

certain officer and signatory roles within the Company.”35

30
JX 4 at 3. The time stamp on the email is March 20 at 1:34 pm. But the plaintiffs note
that JX 4 is in Indian Standard Time, which is 12.5 hours ahead of Pacific Standard Time,
where Naderi is located. Pls.’ Opening Pre-trial Br. (Dkt. 11) (“Pls.’ Opening Br.”) 10-11
n.2; see JX 4 at 3.
31
JX 4 at 1.
32
Id.
33
Id. at 2.
34
Verified Compl. (Dkt. 1) (“Compl.”) ¶ 25; id. at Ex. D (Board Resolution and Special
Directors’ Resolution).
35
JX 6 at 3. A longer set of resolutions, also dated April 8, is attached to the Complaint.
Compl. Ex. D. That set was not included in the trial record. Instead, a shorter set of
resolutions was offered. JX 6 (Limited Board Resolution and Special Directors’
Resolution). The shorter set was purportedly prepared “for use to present to Bank of
America and other financial institutions.” Pls.’ Opening Br. 8.
6
The April 8 resolutions state that Mudili and Naderi were removed as officers

of the Company “effective March 20.”36 They also explained that Mudili and Naderi

no longer had “authority or signatory rights” over the Company’s “bank accounts,

credit cards, and financial instruments.”37 Instead, the resolutions contemplate a

two-person signatory requirement for the Company’s “banking, financial

transactions, and official filings” and designated Ghatty, Kotagiri, and Mudunuru as

the only authorized signatories.38 Kotagiri was also purportedly appointed Treasurer

and Corporate Secretary.39

On April 10, the plaintiffs’ counsel sent the resolutions to Bank of America to

transfer authority over the Company’s accounts.40 But on April 11, the defendants’

counsel told Bank of America that the resolutions were defective.41 The plaintiffs

assert that Bank of America agreed to facilitate a transfer of signatory authority from

Mudili to Kotagiri after Mudili signed off.42 Mudili purportedly refused to do so.43

36
JX 6 at 3; see Compl. Ex. D § III.1.
37
JX 6 at 3.
38
Id. at 3-4.
39
Id. at 4-5 (describing Kotagiri as having these roles); see Compl. Ex. D § IV.1 (same).
40
JX 6 at 1 (noting that the resolutions were first sent to Bank of America by email on
April 8).
41
PTO ¶ 11.
42
See Compl. ¶ 29; Pls.’ Opening Br. 8.
43
Compl. ¶ 30; Answer to Verified Compl. (Dkt. 10) ¶ 30; Pls.’ Opening Br. 8. There is
no evidence to this effect in the trial record.
7
E. This Litigation

On June 3, the plaintiffs filed litigation in this court under 8 Del. C. § 225.44

The parties stipulated to an expedited schedule.45 On June 18, the defendants

answered the complaint.46

The plaintiffs filed a pre-trial opening brief on July 3, and the defendants filed

an answering brief on July 15.47 A half-day trial on a paper record was held on

August 1.48 I concluded that post-trial argument was unnecessary and took the

matter under advisement at the conclusion of trial.49

II. LEGAL ANALYSIS
Section 225(a) provides that “[u]pon application of any stockholder or

director, or any officer . . . the Court of Chancery may hear and determine the validity

of any election, appointment, removal or resignation of any director or officer of any

corporation.”50 “The purpose of Section 225 is to provide a quick method for review

44
See Dkt. 1. Ghatty, Mudunuru, and Kotagiri separately filed a books and records action
in the Court of Chancery, which they since dismissed without prejudice. Ghatty v. Mudili,
C.A. No. 2025-0419-SEM (Del. Ch. June 17, 2025).
45
Stipulation and Order Governing Case Schedule (Dkt. 8).
46
Dkt. 10.
47
See Pls.’ Opening Br.; Pre-trial Answering Br. of Defs. (Dkt. 12) (“Defs.’ Answering
Br.”).
48
Dkt. 6.
49
Dkt. 16.
50
8 Del. C. § 225(a).
8
of the corporate election process to prevent a Delaware corporation from being

immobilized by controversies about whether a given officer or director is properly

holding office.”51 The plaintiffs “bear[] the burden of proving by a preponderance

of the evidence that [they are] entitled to relief.”52

The plaintiffs invoke Section 225 to seek confirmation of “the current officers

of Altumind.”53 They ask this court to declare that Mudili and Naderi were “validly

removed” from their officer roles.54 To that end, they seek declarations that the

“actions taken at the March 20 [m]eeting” are valid and that the April 8 resolutions

are “enforceab[le].”55 They also assert that Mudili should be ordered to transfer his

signatory authority over the Company’s financial accounts to Kotagiri.56

The defendants raise a range of arguments and affirmative defenses in

response. Many contentions fall outside the narrow scope of this Section 225

action.57 For example, the defendants maintain that certain plaintiffs cannot lawfully

be stockholders of the Company under Indian law, and that restrictive covenants in

51
Box v. Box, 697 A.2d 395, 398 (Del. 1997).
52
In re IAC/InterActive Corp., 948 A.2d 471, 493 (Del. Ch. 2008).
53
Compl. ¶ 33; see PTO § V.a.
54
PTO § III.b; see Compl. ¶ 36.
55
PTO § V.a; see Compl. ¶ 36.
56
See PTO § III.d.
57
See Genger v. TR Invs., LLC, 26 A.3d 180, 199-200 (Del. 2011) (explaining that a
Section 225 proceeding is in rem, and the court’s statutory jurisdiction exists “only for the
limited purpose of determining the corporations de jure directors and officers”).
9
the Shareholders’ Agreement were breached.58 Their lead argument, however, is

both pertinent and dispositive: that notice of the March 20 meeting was inequitable.59

A. Whether the March 20 Meeting Was Special or Regular

The characterization of a board meeting as regular or special dictates the

applicable notice requirements. The Delaware General Corporation Law (DGCL)

permits directors to “hold [] meetings” either within or “outside of this State.”60 It

leaves the specifics to the corporation’s bylaws, which can address notice and

meeting type.61

Article III of the Company’s Bylaws recognizes two types of Board meetings.

Section 8 provides that “[r]egular meetings of the Board of Directors may be held

without notice at such time and at such place as shall from time to time be determined

by the Board.”62 Section 9, by contrast, provides that “[s]pecial meetings of the

Board of Directors may be called by the president on three days’ notice to each

58
See Defs.’ Answering Br. 15-17, 18-19, 22-26.
59
Id. at 13-15.
60
8 Del. C. § 141(g).
61
See 2 Fletcher Cyclopedia of the Law of Corporations § 398 (Sept. 2025 Update)
(“Regular meetings of the board are those provided for by bylaws . . . . Special meetings
are those called by officers authorized to do so, where any special business requires
attention between the times of holding the regular meetings.”).
62
JX 2 (“Bylaws”) art. III, § 8.
10
director.”63 Because a corporation’s “bylaws are contracts, [the] rules of contract

interpretation apply.”64

The plain terms of the Bylaws demonstrate that the March 20 meeting was

special. For a meeting to be “regular” under Section 8, it must be held at a time and

place “determined by the Board.”65 This language implies a standing schedule or a

formal determination of the full Board to set the meeting. That is not what happened

here. Rather, Ghatty gave notice of the meeting in his capacity as President, which

aligns with the procedure for calling a special meeting under Section 9.66

The surrounding facts reinforce this conclusion. The March 20 meeting was

the first Board meeting in the Company’s three-year history.67 In Barbey v. Cerego,

Inc., the court, considering a similar scenario, held that where a board had no

“standing rule or schedule setting a time and place at which regular meetings would

63
Id. art. III, § 9.
64
BlackRock Credit Allocation Income Tr. v. Saba Cap. Master Fund, Ltd.,
224 A.3d 964, 977 (Del. 2020) (citation omitted); see also Alta Berkeley VI C.V. v.
Omneon, Inc., 41 A.3d 381, 385 (Del. 2012) (“Unless there is ambiguity, Delaware courts
interpret contract terms according to their plain, ordinary meaning.”); Rhone-Poulenc
Basic Chems. Co. v. Am. Motorists Ins., 616 A.2d 1192, 1196 (Del. 1992).
65
Bylaws art. III, § 8.
66
JX 4 at 4 (“I write in my capacity as President & Co-CEO of Altumind Inc. to address
recent governance concerns . . . and confirm a Board meeting for a full discussion and
resolution of [certain] points.”); Bylaws art. III, § 9.
67
JX 4 at 6 (“It’s [been] more than 3 years since we incorporated and [we] haven’t met in-
person. Let’s all have our first in-person board meeting in the month of March or April
2025.”); see Defs.’ Answering Br. 3 (“Since its inception, [the Company] had never held a
meeting of the Board.”).
11
be held,” a meeting called ad hoc by the CEO was special—not regular.68 The same

is true here.

The Bylaws contemplate only two types of meetings: regular or special.

Because the March 20 meeting does not meet the definition of regular, it was special.

B. Whether the Special Meeting Complied with the Bylaws

Having determined that the meeting was special, the next question is whether

the notice complied with the Company’s Bylaws. I conclude that it did.

Under Article III, Section 9 of the Bylaws, a special meeting may be called

by the President with “three days’ notice to each director,” which may be provided

by “electronic transmission.”69 These procedural requirements were satisfied.

Ghatty, the Company’s President, called the meeting by email on February 19,

providing a month of notice.70

The defendants respond that the notice is defective for failing to state the

meeting’s purpose—their removal as officers. But the Bylaw provision they cite for

this requirement pertains to meetings of stockholders, not the Board.71 The Bylaws

lack an equivalent provision for special meetings of directors.

68
Barbey v. Cerego, Inc., 2023 WL 6366055, at *7 (Del. Ch. Sept. 29, 2023), aff’d sub
nom., Barbey v. Young, 319 A.3d 908 (Del. 2024).
69
Bylaws art. III, § 9.
70
PTO ¶ 5; JX 4 at 6-7.
71
Compare Bylaws art. II (“Meetings of Stockholders”), with id. art. III (“Directors”), and
id. art. III, §§ 6-11 (“Meetings of the Board of Directors”); see id. art. II, § 6 (requiring
12
Furthermore, Article V, Section 5 of the Bylaws grants the Board broad

authority to remove officers “at any time by the affirmative vote of a majority of the

Board of Directors.”72 The plaintiffs constituted a three-to-two majority of the

Board. The Bylaws do not set any special notice requirements for removal.

C. Whether Notice Was Equitable

Although the notice technically complied with the Bylaws, it was not

necessarily equitable.73 It was a “bait-and-switch” that concealed the plaintiffs’

intention to remove them as officers.74

The “core equitable question” presented is “whether all directors are entitled

to fair and non-misleading notice of the agenda for a special meeting.”75 Delaware

law values the “collaboration that comes when the entire board deliberates on

corporate action and when all directors are fairly accorded material information.”76

notice of “the purpose or purposes for which the meeting is called” for stockholder
meetings).
72
Id. art. V, § 5.
73
Defs.’ Answering Br. 14-15. See generally Schnell v. Chris-Craft Indus., Inc.,
285 A.2d 437, 439 (Del. 1971).
74
Defs.’ Answering Br. 19.
75
OptimisCorp v. Waite, 137 A.3d 970, 2016 WL 2585871, at *2 (Del. Apr. 25, 2016)
(TABLE).
76
Id. at *3.
13
It does not endorse board factions developing “Pearl Harbor-like plans” or engaging

in “intentional duplicity toward fellow board members.”77

The plaintiffs’ conduct falls in that problematic category. Ghatty’s notice

stated that the purpose of the March 20 meeting was to review financial statements

and address Board-level transparency.78 Though detailed, the notice misled the

defendants by omission and commission. It did not indicate that the Board would

consider removing Mudili and Naderi from their officer positions. Worse, it

proposed “recognition and role expansion for [Naderi]”—the very person the

plaintiffs voted to remove from office.79

The hostile exchange between the directors on March 13 cemented the

inequity of the plaintiffs’ conduct.80 After that confrontation, the plaintiffs chose to

proceed under a notice that no longer reflected their true intentions. Their

misdirection concealed a significant corporate action: the planned removal of two

senior officers. Our law disfavors such “sandbag[ging]” among directors.81

77
Id. at *2-3.
78
JX 4 at 4.
79
Id. at 5.
80
See supra Section I.C.
81
OptimisCorp, 2016 WL 2585871, at *2; see also Adlerstein v. Wertheimer,
2002 WL 205684, at *6, *12 (Del. Ch. Jan. 25, 2002) (holding that the approval of an
investment proposal and subsequent removal of a CEO at a special meeting “must be
undone” because the CEO was kept “in the dark” about the board’s plans); Koch v. Stearn,
1992 WL 181717, at *5 (Del. Ch. July 28, 1992) (holding that a CEO’s removal was “void”
because the special meeting agenda “was silent as to any possible consideration” of an
14
The plaintiffs’ counterarguments are unpersuasive. They contend that the

notice was sufficient because it highlighted Mudili’s performance problems as

Treasurer.82 But an inquiry into an officer’s performance is fundamentally different

from a vote to remove that officer. Fair notice required, at a minimum, an indication

that such a vote would be taken.83 By failing to provide it, the plaintiffs engaged in

a form of “trickery” that deprived the defendants of a meaningful opportunity to

prepare a response, consult counsel, or attempt to persuade their fellow directors.84

The plaintiffs also suggest that notice is not required where the targeted

directors lack the power to block the action—a key fact distinguishing this case from

investment proposal contingent on his removal), vacated by, Stearn v. Koch, 628 A.2d 44
(Del. 1993), overruled by, Klaassen v. Allegro Dev. Corp., 106 A.3d 1035 (Del. 2014); cf.
Fogel v. U.S. Energy Sys., Inc., 2007 WL 4438978, at *4 (Del. Ch. Dec. 13, 2007) (holding
in the alternative that a special meeting was “void” where the CEO “was deceived into
attending this meeting because the other directors decided to keep secret their plan to
terminate his employment”), overruled by, Klaassen, 106 A.3d at 1035. Koch was vacated
for mootness because the CEO resigned. Stearn, 628 A.2d at 46-47. Klaassen only
overruled Koch and Fogel in a limited sense, holding that a board action “taken in violation
of an equitable rule” is voidable, not void. Klaassen, 106 A.3d at 1047.
See Trial Tr. of Aug. 1, 2025 (Dkt. 19) (“Trial Tr.”) 53-57; Pls.’ Opening Br. 1; see also
82

Compl. Ex. D.
83
JX 4 at 5-6 (describing the meeting as a “formal invitation to clarify and remedy any
potential governance shortfalls,” where directors would have the opportunity to “present
clarifications or contrary evidence”).
84
See Klaassen, 106 A.3d at 1046 (“Our courts do not approve the use of deception as a
means by which to conduct a Delaware corporation’s affairs . . . .”). Klaassen held that
notice of specific agenda items is not required for a regular board meeting. Id. at 1043-44.
It did not address notice for special meetings.
15
Adlerstein v. Wertheimer.85 That theory was implicitly rejected by OptimisCorp v.

Waite.86 There, the Delaware Supreme Court emphasized that all directors are

entitled to “equal treatment” and “fair notice,” regardless of their stock ownership

and voting power.87 Fair notice fosters a genuine deliberative process—a purpose

that was subverted here.88

85
See Trial Tr. 57 (Plaintiffs’ Counsel: “The inequity here claimed doesn’t bear upon the
validity or the authority of the three board members to vote at any time to remove [an
officer].”); see also Adlerstein, 2002 WL 205684, at *9 (invalidating a board action
because directors concealed a plan to strip the chairman of his controlling stockholder
status, when the plan would prevent the chairman from exercising his contractual power to
remove the other directors and protect his control).
86
OptimisCorp, 2016 WL 2585871, at *2 (expressing discomfort with a faction of a board
“intentionally failing to provide [a director] with notice that an important amendment to a
stockholders agreement to which he was a party would be on the agenda at a special
meeting of the board”); see Robert S. Saunders et al., Folk on the Delaware General
Corporation Law § 141.03 (7th ed. 2025-2 supp.) (interpreting OptimisCorp as holding
that a director “is entitled to advance notice of the agenda of a special meeting”).
87
OptimisCorp, 2016 WL 2585871, at *3; see also Adlerstein, 2002 WL 205684, at *10
(rejecting the idea that the inability of directors to convene a special meeting without the
plaintiff-CEO rendered “their obligation to give him advance notice . . . even clearer”).
88
OptimisCorp, 2016 WL 2585871, at *3 (“[I]t has long been the policy of our law to value
the collaboration that comes when the entire board deliberates on corporate action and
when all directors are fairly accorded material information.”); see Adlerstein,
2002 WL 205684, at *9 (explaining that a director’s “right to advance notice [at a special
meeting] derives from a basic requirement of our corporation law that boards of directors
conduct their affairs in a manner that satisfies minimum standards of fairness”); Fogel,
2007 WL 4438978, at *3 (“Meetings represent more than a mere technicality; they are a
substantive protection. A proper meeting should be informative and should encourage the
free exchange of ideas so that a corporation’s directors—through their active, meaningful
participation—may keep themselves fully informed and in compliance with their fiduciary
duty of care.”).
16
Finally, the plaintiffs insist that any defect was cured by their offer to provide

the defendants a “virtual link” to attend the meeting.89 It was not.90 The harm from

a misleading notice is the inability not only to attend, but also to prepare. A virtual

link cannot cure a deceptive agenda.

* * *

Ghatty’s notice of the March 20 meeting concealed that a vote to remove the

defendants as officers would occur. Because the notice for the March 20 meeting

was inequitable, the actions taken in reliance on it are voidable acts.91 No valid

actions were taken to cure the defect.92 Naderi and Mudili remain in their respective

officer positions.

89
Trial Tr. 14, 54-55; JX 4 at 1.
90
In fact, the day before the meeting, Ghatty suggested that if Mudili and Naderi were
unavailable, he was “prepared to schedule an additional Board meeting on an alternate
date.” JX 4 at 2. He went forward on March 20 anyway.
91
The actions are voidable—not void. “The essential distinction between voidable and
void acts is that the former are those which may be found to have been performed in the
interest of the corporation but beyond the authority of management, as distinguished from
acts which are [u]ltra vires, fraudulent or gifts or waste of corporate assets. The practical
distinction . . . is that voidable acts are susceptible to cure by shareholder approval while
void acts are not.” Michelson v. Duncan, 407 A.2d 211, 218-19 (Del. 1979) (citation
omitted). Here, the defective act invokes a “core equitable question, which is whether all
directors are entitled to fair and non-misleading notice of the agenda for a special meeting.”
OptimisCorp, 2016 WL 2585871, at *2. The “source of inequity is . . . the lack of notice.”
Cf. Bäcker v. Palisades Growth Cap. II, L.P., 246 A.3d 81, 105 (Del. 2021); see also
Klaassen, 106 A.3d at 1046.
92
The April 8 resolutions merely restate the actions purportedly taken on March 20. See
JX 6 at 1. They were neither provided to nor signed by the defendants. See 8 Del. C.
§ 141(f).
17
III. CONCLUSION

Judgment is entered for the defendants. Mudili is Altumind’s Treasurer and

co-CEO; Naderi is Senior Vice President of Global Sales. The parties are to confer

on and file a proposed form of final judgment by October 24, 2025.

18