564 A.2d 651
These two actions were consolidated and tried together in a Delaware court.
The validity of votes for the board of directors of defendant corporation was challenged by the defendant's largest shareholder, which was the plaintiff corporation.
-Two separate cases pitting the directors of defendant corporation against its largest shareholder, plaintiff corporation, were consolidated and tried together, requiring the court to determine who could sit on defendant's board of directors.
-The court held as to the first case that even though defendants acted on what their view of the corporation's interest was, their action actually constituted an offense to the relationship between corporate directors and shareholders.
-As a result, it was both invalid and void.
-The plaintiff's solicitation for consent had failed to garner the support of a majority of the defendant shares.
-The directors are in effect shareholders' agents.
The defendant corporation prevailed.
The court held that any mistakes that were made in counting the votes did not alter the outcome of the vote for members of the BOD of the defendant corporation.
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