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Corporations Keyed to Hazen
Ringling Bros.-Barnum & Bailey Combined Shows v. Ringling
Citation:
53 A.2d 441 (Del. 1947)Facts
At the time of the 1946 annual shareholders meeting, the corporation had outstanding 1000 shares of capital stock. The purpose of the meeting was to elect the entire board of seven directors. Mrs. Ringling asserts that by virtue of the operation of an agreement between her and Mrs. Haley, the latter was bound to vote her shares for an adjournment of the meeting, or in the alternative, for a certain slate of directors. Several weeks before the 1946 meeting, they discussed with Mr. Loos the matter of voting for directors. They were in accord that Mrs. Ringling should cast sufficient votes to elect herself and her son; and that Mrs. Haley should elect herself and her husband; but they did not agree upon a fifth director. The day before the meeting, Mrs. Haley announced that she could not attend the meeting due to her illness. On the morning of the meeting, however, Mr. Haley stated that he would not consent to a postponement. Mrs. Ringling then made a demand upon Mr. Loos to act under the agreement to arbitrate the disagreement between her and Mrs. Haley.
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Topic Resources
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Shareholders’ Rights