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Full-Text Articles in Securities Law
Corporations - Effect Of A Provision In Articles Of Incorporation Permitting The Counting Of Interested Directors For Quorum Purposes, James W. Callison S.Ed.
Corporations - Effect Of A Provision In Articles Of Incorporation Permitting The Counting Of Interested Directors For Quorum Purposes, James W. Callison S.Ed.
Michigan Law Review
Plaintiffs, minority stockholders, sought to restrain the consummation of a merger agreement between defendant Mayflower and Hilton corporations because the plan had not been approved by a quorum of disinterested directors of Mayflower. Defendants relied upon a provision in Mayflower's articles of incorporation which stated that " . . . any director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this Corporation for the purpose of authorizing any contract or transaction [between this Corporation and any other corporation in which any director or officer of this Corporation is pecuniarily …