Clarke Memorial College v. Monaghan Land Co.

DUFFY, Chancellor:

In this case the basic question is whether the trustees of a voting trust have the right to vote shares which they hold on a stockholders’ resolution authorizing the sale of substantially all corporate assets. 1

I

Monaghan Land Company (“Monaghan”) was incorporated in Delaware in 1925. Its sole purpose is “To buy, hold and sell an undivided one-half interest in approximately twenty-four thousand acres of land, known as the Sicily Island Tract in the Parish of Catahoula, State of Louisiana.” Monaghan acquired such an interest shortly after incorporation and still holds it. This…