CORPORATIONS-VALIDITY OF STOCKHOLDERS' VOTING CONTROL AGREEMENT

A,B, and C, petitioners, and X and Y, respondents, owned all the stock in a corporation. On September 20, I 946, they entered into a ten year agreement which provided that A, B, X and Y should constitute the board of directors of the corporation as long as they remained stockholders. It was also agreed that A, B, C, X and Y were to be the officers of the corporation. At a meeting on January 21, 1948, attended by X and Y, three directors were elected, not including A and B. One week later these newly elected directors made themselves officers of the corporation.

Petitioners claimed the elections of directors and officers violated the original agreement, and asked the court to set aside the election of the directors. Held, petition granted. The stockholders' agreement was valid, and the directors provided for in the agreement must be reinstated. Application of Kirshner, (Sup.

Ct., Spec. Term, Queens County, Part 1), 81 N.Y.S. (2d) 435 (1948).