Schnell v. Chris-Craft Industries, Inc.

Facts

Plaintiffs, who are stockholders of the defendant, seek a preliminary injunction against the carrying out by such corporation of a change in the date of its annual meeting of stockholders which was accomplished by an amendment to its bylaws adopted at a directors’ meeting held on October 18, 1971. Plaintiffs and other dissident stockholders are dissatisfied with defendant’s recent business performance. Ths, they have embarked on a proxy contest against present management with the purpose in mind of electing new directors and installing new management at Chris-Craft. Plaintiffs contend that by advancing the date of defendant’s annual meeting by over a month and by the selection of an allegedly isolated uptown in up-state New York as the place for such meeting, defendant’s board has deliberately sought to handicap the efforts of plaintiffs and other stockholders for decision because of the exigencies of time. Plaintiffs accordingly pray for the entry of a preliminary injunction enjoining the convening of the annual meeting of stockholders of Chris-Craft as now scheduled for December 8, 1971 on the ground that the change in defendant’s bylaws made on October 18, 1971 was improperly accomplished and constitutes a manipulation of corporate machinery solely to insure that present management may be perpetuated in office to Chris-Craft’s detriment.