Carter v. Muscat

Staley, Jr., J.

Petitioners, as stockholders of Republic Corporation, have instituted a proceeding pursuant to the provisions of section 619 of the Business Corporation Law to invalidate the election of certain named directors of the corporation on the ground that their election on July 11,1963 was illegal. This is an appeal from an order entered May 21, 1964 dismissing the petition as legally insufficient.

Prior to July 11,1963 the Board of Directors of Republic Corporation was controlled by William Zeckendorf, Sr., and interests identified with him, who owned 237,698 shares of the common…