Corporations - Extent to Which Vote of Proxy Binds the Shareholders

Plaintiff; in a derivative action, charged certain directors of the corporation with appropriating a corporate opportunity to their own benefit. Defendant directors moved for summary judgment· on the ground that the questioned transaction was ratified by the stockholders, with plaintiff's stock being voted by proxy in favor of ratification. Held, motion for summary judgment denied. The plaintiff was not estopped from suit even though her proxyholder, the corporation management, voted her stock for the ratification, since she had no notice that the question was to be voted on when she gave her proxy.

Gottlieb v. McKee, (Del. Ch. 1954) 107 A._ (2d) 240.