-On appeal, the court held that when all of the stockholders of a corporation agree that no business or activities of the corporation shall be conducted without the consent of a minority stockholder, the agreement is, as between the original parties to it, enforceable even though all formal steps required by the statute have not been taken.
-Del. Corp. Law § 141(a) provides that the business and affairs of a corporation organized under that law shall be managed by a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation
-A written agreement between the holders of a majority of a corporation's stock is not invalid, as between the parties to the agreement, on the ground that it so relates to the conduct of the business and affairs of the corporation as to restrict or interfere with the discretion or powers of the board of directors or on the ground that it is an attempt by the parties to the agreement or by the stockholders of the corporation to treat the corporation as if it were a partnership.
-Three judges dissented on ground the statute was exclusive and should be followed. Which result is better?
-This case was essentially overruled by Nixon v. Blackwell