Heisler v. Gingras

OPINION OF THE COURT

Bellacosa, J.

Attorneys John E. Heisler, Jr. and Kenneth A. Finder sued under Business Corporation Law § 619 for judicial enforcement of their shareholder status in Roemer and Featherstonhaugh, P. C., an Albany-based law firm. The joint petition sought either to confirm a corporate election held at a shareholder meeting on March 6, 1996, or to order a new election.

At the special shareholders’ meeting, Heisler and Finder were initially precluded from voting. After a brief adjournment of the meeting, James D. Featherstonhaugh, vice-president and secretary of the firm, sua…