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Schnell v. Chris-Craft Industries, Inc.

Supreme Court of Delaware
285 A.2d 437 (1971)


Some dissident shareholders (plaintiffs) of Chris-Craft Industries, Inc. (defendant) wished to replace the existing directors at the next annual meeting, scheduled in the bylaws for January 11, 1972. The directors employed various tactics to make the contest more difficult for the dissidents. They refused to turn over their list of shareholders and hired proxy solicitors to work on their behalf. At the October 18, 1971 board meeting, the directors invoked a new provision of the Delaware Corporate Law to advance the date of the annual meeting by a month, to December 8, 1971. This change made it virtually impossible for the dissident shareholders to wage a successful proxy contest to unseat the incumbent directors. The dissident shareholders petitioned the court to enjoin the board from changing the meeting date. The trial court denied the petition, and the shareholders appealed.

Rule of Law


Holding and Reasoning (Herrmann, J.)

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