A recent ruling from the Delaware Court of Chancery offers important guidance on the distinction between officer-level authority and board membership—and on when an equity interest survives termination. In Tchernavskikh v. Accetturo, C.A. No. 2025-1284-LM (Del. Ch. July 20, 2026), Magistrate in Chancery Loren Mitchell addressed a motion to dismiss in a dispute between the co-founders of FilmPort, Inc., an AI film production company. The opinion’s treatment of director status and stockholder status provides practical lessons for general counsel of Delaware entities.
Director Status: Operational Authority Is Not Board Authority
The plaintiff, FilmPort’s former CTO and later CEO, alleged she had been given a seat on FilmPort’s board through an oral agreement with the company’s sole director. The Court rejected this claim, finding the complaint did not adequately plead either de jure or de facto director status.
The Court examined whether the company held the plaintiff out as a director, whether she acted as a director with the company’s knowledge, whether she was formally invited to join the board, whether she accepted, whether the appointment was publicly announced, and whether she attended board meetings. The Court found that while the plaintiff was described as a “co-founder” and “CEO”—titles reflecting substantial operational leadership—she was never identified as a director. Critically, there was no allegation of a formal vote to expand the board or appoint her, no participation in board deliberations, no execution of board consents, and no exercise of powers reserved to the board under Delaware law. The Court emphasized that officers may exercise substantial operational control without simultaneously serving as directors.
Stockholder Status: Derivative Standing Survives
While the plaintiff failed to establish director status, she succeeded in pleading continuous stock ownership sufficient for derivative standing. The plaintiff alleged that her original 30% equity interest predated and existed independently of the Restricted Stock Purchase Agreement (RSPA), which governed only the additional 20% equity she received later. Because the RSPA’s repurchase option applied only to shares subject to that agreement, the Court found it reasonably conceivable that her original equity survived her termination. The Court held that resolving the competing interpretations of the RSPA presented a factual question inappropriate for dismissal.
Practical Takeaways for Practitioners
- Document board appointments with formality. Oral agreements to grant board seats are insufficient. Ensure director appointments are evidenced by board resolutions, bylaw amendments expanding the board, and formal acceptance.
- Distinguish officer roles from board roles in corporate communications. Describing someone as “CEO” or “co-founder” does not create director status, but ambiguous communications can invite litigation. Use precise titles in internal and external correspondence.
- Ensure stock agreements clearly define the shares they govern. Ambiguity about whether a repurchase agreement covers all of a holder’s equity—or only a portion—can preserve standing and expose the company to derivative claims even after termination. Draft RSPAs and similar agreements to expressly identify the universe of shares subject to their terms.