CLARKE MEMORIAL COLLEGE v. MONAGHAN LAND CO.


257 A.2d 234 (1969)

CLARKE MEMORIAL COLLEGE, a religious non-profit corporation of the State of Mississippi, Nicholas H. Wheless, Sr., Nicholas H. Wheless, Jr., Commercial National Bank in Shreveport, Shreveport, Louisiana, a corporation of the United States of America, Trustee under a trust agreement with Marilyn Hendrick Morehead and John A. Hendrick, 3rd, and Robert L. Berryman, partners trading under the firm name of "N. H. Wheless Oil Company", Plaintiffs, v. MONAGHAN LAND COMPANY, a Delaware corporation, and John J. Dunphy, David L. MacGregor, Charles S. Read, Donald E. Read and Walter F. Schmidt, Defendants.

Court of Chancery of Delaware, New Castle.

September 9, 1969.


Attorney(s) appearing for the Case

James M. Tunnell, Jr., and Walter K. Stapleton, of Morris, Nichols, Arsht & Tunnell, Wilmington, and Willis Meadows, Shreveport, La., for plaintiffs.

Richard F. Corroon and Richard E. Poole, of Potter, Anderson & Corroon, Wilmington, and David L. MacGregor, of Brady, Tyrrell, Cotter & Cutler, Milwaukee, Wis., for defendants.


DUFFY, Chancellor:

In this case the basic question is whether the trustees of a voting trust have the right to vote shares which they hold on a stockholders' resolution authorizing the sale of substantially all corporate assets.1

I

Monaghan Land Company ("Monaghan") was incorporated in Delaware in 1925. Its sole purpose is "To buy, hold and sell an undivided one-half interest in approximately twenty-four thousand acres...

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