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Business Associations Keyed to Coffee, 9th Ed.
Abercrombie v. Davies
Citation:
36 Del. Ch. 371, 130 A.2d 338 (1957)Facts
American Independent Oil Company (“American”) was a Delaware corporation formed to develop an oil concession in the Kuwait-Saudi Arabian neutral zone. The company had a fifteen-member board of directors, with no single stockholder holding a majority of shares or controlling more than four directors. On March 30, 1950, six stockholders holding approximately 54.5% of the shares entered into an “Agents’ Agreement” with eight individuals designated as “Agents” who were the directors representing these stockholders. The agreement transferred voting control of the stock to the Agents for ten years, requiring agreement of seven of the eight Agents to vote the stock. The stock certificates were endorsed in blank and deposited in escrow with irrevocable proxies given to the Agents. The agreement also included provisions for resolving disagreements through arbitration and contained a mechanism to convert the arrangement into a formal voting trust. The agreement functioned effectively until December 1954, when a dispute arose that threatened the control established by the agreement.
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