Badlands Trust Co. v. First Financial Fund, Inc.

OPINION

Badlands Trust Company (Badlands) sued First Financial Fund, Inc. (First Financial), seeking an injunction to require First Financial to seat two Badlands nomi nees as members of First Financial’s board of directors. Badlands’ nominees did not receive the number of votes required for election under First Financial’s relevant bylaw. Badlands, however, argues that this bylaw violates Maryland corporation law and that the holdover of incumbent directors violates the federal Investment Company Act (ICA). The district court ordered First Financial to seat Badlands’ nominees. Because we…