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Corporations Keyed to Hazen
Ronnen v. Ajax Elec. Motor Corp.
Citation:
88 N.Y.2d 582 (1996)Facts
Central to the dispute is a March 5, 1982 shareholders’ agreement between Norry and his sister, appellant Deborah Ronnen. The shareholders’ agreement granted Norry certain rights to vote Ronnen’s stock and that of her children. The March 13, 1995 shareholders’ meeting began in acrimony between Ronnen and Norry, who initially chaired the meeting. Immediately prior to the meeting, Ronnen served Norry with a temporary restraining order prohibiting him from voting the Ronnen shares regarding proposed amendments to the Ajax bylaws and certificate of incorporation. When the meeting convened, Ronnen’s attorney has the proceedings videotaped, without prior notice to Norry. In response to these actions, Norry announced that the meeting was being adjourned. Over Ronnen’s protest, he voted the Ronnen shares with the Norry shares for a combined majority vote to adjourn. In his absence, Ronnen and the remaining shareholders of Ajax, including the appellants, elected a slate of directors.
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