If you’re a VC, an investor director, or a board member of a Delaware company, the control question you should be asking isn’t “Do we have the votes?” It’s “Can we execute control on Monday morning?”

Delaware control disputes rarely start with deficient paperwork. They start when a board assumes that a vote to remove a CEO will translate into immediate, functional authority, even though the removed CEO still controls the bank relationship, the passwords, and the internal channels that determine what the company actually does each day, and he is prepared to contest every step that produced the vote.

In the Delaware Court of Chancery, authority is a records question before it becomes anything else. The court looks to the company’s own books and records to determine who is entitled to act now. Section 225 of the Delaware General Corporation Law gives the court a direct, focused procedure to decide the validity of a contested appointment or removal and to determine who has the right to hold office, with the power to require production of corporate records relevant to that question. If you want Delaware to move, you need a clean record that can be tested quickly.

Section 225 is designed to move fast, but “fast” in litigation is still measured in months. Practitioners commonly describe these cases reaching trial within several months, and some can be tried in roughly 90 to 120 days when circumstances warrant and the schedule allows. For an early-stage company, that window is an eternity. Employees watch for cues about who is really in charge. Vendors and strategic partners hesitate. Customers sense instability. Banks get nervous. And investors can find themselves funding a company that can’t reliably act.

A familiar Series A scenario shows how it breaks. The business hits turbulence. The CEO stops taking direction or stops communicating. The board removes him at a properly noticed meeting, with a quorum and a clear vote, followed by prompt minutes and written documentation. On paper, it’s clean. In practice, the removed CEO refuses to step aside and disputes nearly everything: who was on the board, whether notice was proper, whether the meeting complied with the governing documents, whether the minutes are reliable, whether officer certificates are current, etc. Meanwhile, he keeps administrator access to email, internal messaging, payroll, cap table tools, vendor portals, and cloud storage. He can control narrative and operations while arguing about formalities. Then he calls the bank and flags a “control dispute,” which often triggers a freeze while the bank demands certainty. The company can be right and still be paralyzed.

Boards often pivot to emergency relief: a temporary restraining order to force an immediate handoff of information and access. Delaware courts can issue TROs, but an order that requires affirmative steps and transfers control on an emergency record is hard when key facts are disputed. The requested relief can effectively decide the control question before the court has tested the evidence. The Delaware Supreme Court has cautioned that injunctions compelling affirmative action should be issued only with the confidence that comes from findings after trial or from undisputed facts, and it has reversed injunctions entered on a paper record that revealed meaningful factual disputes. The predictable outcome in many venture-backed fights is ugly: the removed CEO remains in charge in practice, at least long enough to do damage, while the court expedites the case and often imposes a status quo order limiting actions outside the ordinary course. Expedite can still feel slow when the CEO is burning relationships and forcing investors to operate on his timetable.

This is why control has to be executable. If a break is coming, tighten documentation in real time, avoid sloppy informal process, and stabilize the record before the dispute becomes public.
The stable record is what Delaware relies on when it’s asked to shift control quickly.

There are steps that can be taken to help avoid these challenges. A consultation with reliable outside counsel would be a good first step.