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Campbell v. Loew’s, Inc.

Delaware Court of Chancery
134 A.2d 852 (1957)


Facts

Joseph Vogel was president of Loew’s, Inc. (Loew’s) (defendant). Director Joseph Tomlinson and his supporters were attempting to take control of Loew’s from Vogel and his supporters. Vogel sent notice setting a stockholders’ meeting in September 1957 to fill director vacancies, increase the number of directors, and remove Tomlinson and another director. Vogel sent out a letter claiming the directors were to be removed for cause because they had been uncooperative, attempted to take control of Loew’s, and harassed the president and corporate officers. Vogel refused to provide a stockholders’ list to the two directors. Campbell (plaintiff) filed suit in the Court of Chancery seeking an injunction to stop the shareholders’ meeting, bar consideration of part of the agenda, or stop particular proxy votes. Loew’s contested the motion, but the remaining defendants did not appear. The court entered an order to postpone the meeting while the case was under consideration.

Rule of Law

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Issue

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Holding and Reasoning (Seitz, J.)

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  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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