Delaware courts will use their equitable powers to invalidate otherwise valid board actions tainted by inequitable deception. Where a director is “‘tricked or deceived into attending a board meeting … the general rule is that actions taken at such a meeting are void.’” Delaware law requires that directors be truthful and candid in their interactions with their fellow directors, and does not permit inequitable sandbagging by fellow board fiduciaries. In short, even if the board action is legally authorized under a company’s organizational documents, deceiving fellow directors to procure their attendance at a board meeting under false pretenses, may be grounds for invalidating board actions taken at that meeting under equitable principles.

In Bäcker v. Palisades Growth Capital II, No. 156, 2020, — A.3d —- (Del. Jan. 15, 2021) (Montgomery-Reeves, J.), the Delaware Supreme Court clarified the circumstances left unanswered in its seminal decision in Klaassen v. Allegro Development, 106 A.3d 1035 (Del. 2014), in which Delaware courts may invalidate board actions based on deception, trickery, or inequitable conduct of fellow directors.