196 A.D.2d 411
SYNOPSIS: Appellant minority shareholder sought review from the Supreme Court of New York County (New York), which entered an order in favor of respondent majority shareholders declaring that a proposed certificate of amendment, which struck unanimity provisions, was properly adopted by a 70 percent vote. The lower court also issued a writ of mandamus compelling minority shareholder to join in certifying that the amendment had been adopted.
-The minority shareholder sought reformation of the certificate of incorporation to make explicit the requirement that revocation of the unanimity provisions also required unanimous consent.
-The court reversed the lower court's judgment.
-The court found that the most persuasive argument for reversal was that even if the 1963 amended certificate of incorporation were not clear, the ability to remove a unanimity provision by less than a unanimous vote would lead to the preposterous result of rendering the provision utterly meaningless.
-The court held that the unanimity provisions were clearly stated, and they clearly extended to cover any effort to revoke the same by further amendment to the certificate of incorporation.
OUTCOME: The court reversed the judgment of the lower court and held that the unanimity provisions were clearly stated, and they clearly extended to cover any effort to revoke the same by further amendment to the certificate of incorporation.
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