Ringling Bros.-Barnum & Bailey Combined Shows Inc. v. Ringling

Pearson, J.,

delivering the opinion of the court:

The Court of Chancery was called upon to review an attempted election of directors at the 1946 annual stock holders meeting of the corporate defendant. The pivotal questions concern an agreement between two of the three present stockholders, and particularly the effect of this agreement with relation to the exercise of voting rights by these two stockholders. At the time of the meeting, the corporation had outstanding 1000 shares of capital stock held as follows: 315 by petitioner Edith Conway Ringling; 315 by defendant Aubrey B..Ringling Haley…