Portnoy v. Cryo-Cell International, Inc.

Facing a shareholder challenge to Cryo-Cell's incumbent board, CEO Walton (defendant) offered dissident Filipowski a public board seat in exchange for his support (generally known to shareholders), but also secretly promised to later expand the board for one of Filipowski's associates, coerced business partner Saneron's support by threatening to sever ties, and extended the shareholder voting period on a pretext to let management allies secure more votes; the management slate narrowly won, and dissident shareholder Portnoy (plaintiff) sued to void the election.