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Corporations Keyed to Hazen
Campbell v. Loew’s Inc.
Citation:
134 A.2d 852 (Del. Ch. 1957)Facts
Loew’s Inc. was the parent company of Metro-Goldwyn-Mayer Studioes (MGM). In 1951, citing declining profits, longtime Loew’s Chairman Nicholas Schenck forced the resignation of the head of the company’s MGM division, Louis B. Mayer. In 1956, Schenck retired and was succeeded by Joseph Vogel. Mayer saw an opportunity for a comeback. He formed an alliance with Joseph Tomlinson, who was at that time Loew’s largest shareholder. Vogel agreed to a compromise that created a thirteen-member board of directors. Following this compromise, Tomlinson and Mayer launched a campaign for control and attempted to remove Vogel as president at a board meeting. They failed because of a bylaw requiring special notice of the purpose of the meeting, which was not given. Two Vogel directors and the neutral director then resigned. Tomlinson attempted to take advantage of it by calling a directors meeting but this meeting was boycotted by the Vogel directors. Vogel called a special shareholder meeting for the purpose of expanding the board from 13 to 19 directors and electing new directors. Tomlinson and Mayer then sought to obtain a preliminary injunction.
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Topic Resources
Topic Outline
Directors Officers