Kolchinsky

I. BACKGROUND

A. Commencement and Consolidation of Arbitration Kolchinsky sued Mednik and Kesel for declaratory relief as to Kolchinsky’s claimed shares in Power Architects.1 Mednik and Kesel successfully compelled Kolchinsky to arbitrate his claim. Mednik, Kesel, and Power Architects also demanded arbitration of claims against Kolchinsky and Gilberg and of Gilberg’s claims against Power Architects, Mednik, and Kesel. The consolidated arbitration was conducted by a three-judge panel of the American Arbitration Association (AAA).

B. AAA Findings and Award2

Power Architects sells configurable and custom power supplies. Power Architects was founded by Gilberg and Mednik. Kolchinsky, Gilberg’s close friend, helped set up the business. Power Architects was first incorporated in Delaware in 1997 but reincorporated in California in 1998. Commencing in 1998, Gilberg, Mednik, and Kesel were all members of the Power Architects board. Gilberg was also the company’s Chief Executive Officer (CEO) and secretary from 1998 until February 2019, when Mednik and Kesel voted to remove Gilberg as a director and eliminated the CEO position. Mednik was the company’s president from its…