NORTH FORK BANCORP., INC. v. TOAL

Nos. 18147, 18165.

825 A.2d 860 (2000)

NORTH FORK BANCORPORATION, INC., a Delaware Corporation, Plaintiff, v. Lawrence J. TOAL, et. al., Defendants. Robert Coleman, et al., Plaintiff, v. Dime Bancorp, Inc., et al., Defendants.

Court of Chancery of Delaware.

Decided November 8, 2000.

Corrected November 13, 2000.


Attorney(s) appearing for the Case

Edward P. Welch, (argued), Skadden, Arps, Slate, Meagher & Flom, Wilmington, Delaware, Jay B. Kasner, William S. Rubenstein, Skadden, Arps, Slate, Meagher & Flom, New York, New York, for North Fork Bancorporation, Inc.

Jesse A. Finkelstein, Daniel A. Dreisbach, Richards, Layton & Finger, Wilmington, Delaware, John L. Hardiman (argued), Mitchell S. Eitel, Sullivan & Cromwell, New York, New York, for Dime Bancorp, Inc.

Joseph A. Rosenthal, (argued), Rosenthal, Monthait, Gross & Goddess, Wilmington, Delaware, Gregory M. Castaldo, Schiffrin & Barroway, Bala Cynwyd, Pennsylvania, for Shareholder Plaintiffs.


OPINION

LAMB, Vice Chancellor.

I. INTRODUCTION

On July 14, 2000, Dime Bancorp, Inc. ("Dime") held its 2000 Annual Meeting to elect five of sixteen directors. To approve their election, Dime's bylaws require the affirmative vote of a majority of the voting power present at the meeting, not merely a plurality of the votes cast, as is more usually the case.

The Dime Board of Directors proposed five sitting directors as nominees for election...

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