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Gwyn R. Hartman Revocable Living Trust v. Southern Michigan Bancorp, Inc.
United States Court of Appeals for the Sixth Circuit
780 F.3d 724 (2015)
The Gwyn R. Hartman Revocable Living Trust (plaintiff) held shares of Southern Michigan Bancorp, Inc. (defendant). The trust drafted an amendment to Bancorp’s bylaws that would allow the corporation to retrieve directors’ fees if the directors were found to have violated their fiduciary duties. The trust asked the Bancorp board of directors to include the proposal in Bancorp’s next shareholder meeting. In its notice of the meeting to shareholders, Bancorp stated simply that there would be a vote on a shareholder proposal to amend the company’s bylaws. The proposal was rejected at the shareholder meeting. The trust sued Bancorp based on a Michigan law that required corporations to give shareholders notice of the time, place, and purposes of shareholder meetings. The district court dismissed the complaint, finding that Bancorp fulfilled its duty under the law. The trust appealed.
Rule of Law
Holding and Reasoning (Sutton, J.)
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