CORPORATIONS--VOTING TRUSTS--NON-COMPLIANCE WITH STATUTE AS BASIS FOR JUDICIAL TERMINATION

Authors

Robert K. Eifler S.Ed., University of Michigan Law SchoolFollow

Abstract

Common stockholders of a corporation which had on December 15, 1938 made a valid five year extension of a voting trust agreement originally entered into on January 22, 1929 attempted on May 27, 1939, to extend further the agreement for an additional five years. Following a dispute over the election of corporate directors almost two years after the termination of the first extension, certain holders of voting trust certificates brought bills in chancery to compel redelivery of the common stock registered in the names of the voting trustees and to declare the invalidity of the election. Held, the instrument of May 27, 1939 cannot be sustained as a new agreement because it uses language of extension without sufficient innovations to distinguish it from the original agreement. It cannot be sustained as a valid extension since it was not executed within the year immediately preceding the expiration date of the agreement sought to be extended. Further, the public policy of this state as announced by the legislature will not be disturbed by the application of the doctrines of clean hands or estoppel. Belle Isle Corp. v. Corcoran, (Del. 1946) 49 A. (2d) 1.

Recommended Citation

Robert K. Eifler S.Ed., CORPORATIONS--VOTING TRUSTS--NON-COMPLIANCE WITH STATUTE AS BASIS FOR JUDICIAL TERMINATION, 45 Mich. L. Rev. 636 (1947).
Available at: https://repository.law.umich.edu/mlr/vol45/iss5/14