CORPORATIONS - VOTING TRUSTS - POWER OF VOTING TRUSTEE TO ELECT DIRECTORS AND OFFICERS FOR PERIOD EXTENDING BEYOND TERMINATION OF TRUST

Authors

Andrew J. Sawyer, Jr., University of Michigan Law SchoolFollow

Abstract

Defendants held all the stock of a corporation as voting trustees under a voting trust which provided that it should terminate November 18, 1941, and that the trustees should deliver the stock to the holders of the participation certificates within thirty days thereafter. The agreement further provided that the trustees might elect themselves directors and officers of the corporation. At the time of the execution of the agreement, the by-laws of the corporation provided for annual shareholders' meetings in March. In 1939, defendant trustees, who had elected themselves directors and officers of the corporation, amended the by-laws to require the annual meetings to be held in October of each year beginning with 1940. Plaintiff, holder of fourteen per cent of the participation certificates, obtained an order restraining defendants "from voting for, or electing, themselves . . . or other persons, as directors or officers of the defendant corporation ... for any term . . . terminating beyond or later than November 18, 1941." On appeal from this order, held, affirmed. Trustees may not extend their control of property held in trust beyond the specified period of the trust. Friedberg v. Schultz, 312 Ill. App. 171, 38 N. E. (2d) 182 (1941).

Recommended Citation

Andrew J. Sawyer, Jr., CORPORATIONS - VOTING TRUSTS - POWER OF VOTING TRUSTEE TO ELECT DIRECTORS AND OFFICERS FOR PERIOD EXTENDING BEYOND TERMINATION OF TRUST, 41 Mich. L. Rev. 166 (1942).
Available at: https://repository.law.umich.edu/mlr/vol41/iss1/14