BADLANDS TRUST CO. v. First Financial Fund, Inc.

OPINION

MOTZ, District Judge.

First Financial Fund, Inc. (“Fund”) has a bylaw providing that “[djirectors shall be elected by vote of the holders of a majority of the shares outstanding and entitled to vote thereon.” This case presents the question whether the bylaw is valid under the Maryland General Corporation Law (MGCL) and the Investment Company Act of 1940. For the reasons that follow, I find it is invalid under the MGCL. Therefore, I do not reach the question of its validity under the Investment Company Act.

I

The Fund is a Maryland corporation registered with the U.S. Securities and…