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Stroud v. Grace

606 A.2d 75 (1992)

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Stroud v. Grace

Delaware Supreme Court

606 A.2d 75 (1992)

Facts

The board of directors of Milliken Enterprises, Inc. proposed corporate-charter amendments to its shareholders. One of the amendments (bylaw three) established the procedure for nominating candidates to the board, which enhanced the board’s power to disqualify nominees to Milliken’s board. At Milliken’s annual meeting, the amendments, including bylaw three, were approved by 78 percent of shares entitled to vote. The Strouds (plaintiffs), who had recently inherited 17 percent of Milliken’s shares from a relative, opposed the amendments. The Strouds filed suit seeking to invalidate the amendments. The Strouds moved for summary judgment, but the trial court granted summary judgment in favor of the board with respect to all amendments except bylaw three. The trial court found that bylaw three was unfair to shareholders and granted summary judgment for the Strouds. The trial court decision was appealed to the Delaware Supreme Court.

Rule of Law

Issue

Holding and Reasoning (Moore, J.)

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