Schnell v. Chris-Craft Industries, Inc.
285 A.2d 437 (Del.Sup. 1971)
The directors of Chris-Craft
were worried because some shareholders had announced that at the next
shareholders' meeting, they were going to hold a vote to replace the
directors.
So, the directors moved the
annual meeting up from January to December, making it harder for
stockholders to make travel arrangements (and therefore show up to vote
to kick out the directors).
Some of the shareholders
(including Schnell) sued to stop the directors from moving up the date of
the shareholders' meeting.
Under the by-laws of the
company, and under Delaware State law, it was legal for the directors to
change the date of a shareholders meeting, as long as they gave 60 days
notice (which they did).
The Trial Court found for the
directors. The shareholders appealed.
The Trial Court found that
the directors' actions were designed to obstruct the shareholders'
efforts to gain control of the corporation. However, the Court declined
to force the directors to reschedule the meeting.
The Delaware Supreme Court
reversed.
The Delaware Supreme Court
found that even though the directors strictly complied with Delaware law,
it was inequitable for them to profit from their shady decision.
Contrast this case with Bove
v. Community Hotel Corp. of Newport, R.I. (249 A.2d 89 (1969)), where the Court found that even though the directors
were doing something shady, it was not a court's prerogative to question a
technically legal business decision.