Corportations - Cumulative Voting, Classified Boards and Proportional Representation

Authors

William R. Luney S.Ed., University of Michigan Law SchoolFollow

Abstract

In two recent decisions, Wolfson v. Avery and Janney v. Philadelphia Transportation Co., a constitutional provision guaranteeing to every corporate shareholder the right to cumulate his votes in an election of directors was construed in light of a statute authorizing the classification of directors and the election of only one class annually. In both, it was argued by a minority shareholder that the constitutional provision guaranteed him representation on the board proportional to his stock holdings, and that the classification statute, authorizing a reduction of the number of directors to be elected at each election, required a greater number of share votes to elect a single director and thereby impaired his constitutional right to proportional representation on the board. The Wolfson case accepted the shareholder's argument; the Janney case rejected it.

Recommended Citation

William R. Luney S.Ed., Corportations - Cumulative Voting, Classified Boards and Proportional Representation, 55 Mich. L. Rev. 997 (1957).
Available at: https://repository.law.umich.edu/mlr/vol55/iss7/5