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Business Associations Keyed to Diamond, 6th Ed.
Oceanic Exploration Co. v. Grynberg
Citation:
428 A.2d 1 (1981)Facts
In February 1976, the Grynberg family, who owned 76% of Oceanic Exploration Company’s stock, entered into a voting trust agreement transferring 51% of the company’s stock to voting trustees for a four-year period. This was done when the company was in deep financial trouble with overdue loans. In June 1976, the agreement was amended to place all of the Grynbergs’ stock (76%) in the trust for five years and to add a purchase option allowing the corporation to buy their shares at a specified price. The amendment also required Grynberg to resign as Director and Chairman, release the company from an employment contract, and agree not to compete with the company. In October 1976, the Grynbergs filed suit seeking to invalidate the agreement. The Vice Chancellor held that the June agreement violated § 218 because it attempted to extend a voting trust outside the statutory two-year window and because the pledged shares could not be properly deposited in the trust. Oceanic appealed, arguing that the agreement was not a § 218 voting trust, was validated by § 218(e), and should be validated by general principles of equity.
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