Lehrman v. Cohen

Facts

Giant Food Inc., (Giant), is controlled by the Lehrman and Cohen families each owning equal voting stock designated as Class AC (held by the Cohen family) and Class AL (held by the Lehrmans). Each class is entitled to elect two members of Giant’s four-member board of directors. A dispute arose within the Lehrman family and to end the dispute, an arrangement was made permitting Plaintiff to acquire all of the Class AL stock. In addition, the arrangement established, and the stockholders unanimously ratified, a fifth directorship to resolve a dead lock which would have continued if the equal division of voting power between the AL and AC stock were to continue. A third class of stock was created called AD stock that had the power to elect one director but was not entitled to dividend or liquidation rights except repayment of par value. By resolution of the board of directors, the third class of stock was issued to Joseph B. Danzansky who elected himself as Giant’s fifth director. In 1964 the holders of AC and AD stock voted together against the holders of AL stock to elect Danzansky president of Giant replacing Defendant who had been president of Giant since its incorporation. Danzansky then resigned as director and elected in his place, Millard F. West, Jr., a former AL director. Plaintiff then brought this suit.