Providence & Worcester Co. v. Baker

HERRMANN, Chief Justice:

This appeal requires a testing of the validity, under 8 Del.C. § 151(a), 1 of the voting restrictions contained in the certificate of incorporation of the defendant Providence and Worcester Company, a Delaware corporation (P & W). 2 Also required is a testing of the validity, under 8 Del.C. § 216, 3 of the quorum provisions contained in the P & W charter. The plaintiffs are the trustees in bankruptcy of Penn Central Transportation Company (Penn Central).

The Court of Chancery held that the voting restrictions are invalid under § 151(a); that, by reason thereof, the…