The Eliason family owned a majority (5,238) of the 9,990 shares of Brosius-Eliason Co., a building and materials company, with James Eliason (3,928 shares) and his sister Sarah Englehart (1,260) holding the controlling block. The Brosius family owned a total of 3,690 shares. Frank Hewlett owned the remaining 1,062 shares. On July 31, James Eliason executed a proxy giving his daughter, Louise Eliason, authority to vote his shares. Only in the notary public's acknowledgement verifying James's signature did the proxy state that it was irrevocable. The body of the proxy, the part signed by James, did not state it was irrevocable. Two weeks later, James and his sister Sarah made a voting agreement that ensured Eliason family control over the corporation by requiring their shares to be voted as provided in the agreement. The voting agreement was irrevocable, because it was coupled with an interest in each other's shares. Soon after, Sarah and Louise had a falling out when Louise tried to assert her family's control of the company. Consequently, Sarah voted her shares with the Brosiuses and Hewlett in violation of the agreement with James. She argued that she was not bound by the voting agreement with James on the grounds that James could not make the agreement, because he had given Louise an irrevocable proxy two weeks earlier. Was Sarah right?
Answer to relevant QuestionsMyron Lasky was a shareholder in Kramett, Inc., a manufacturer of novelty candies. When Kramett's business declined, its board of directors chose to save the business by selling it to a larger candy company; Narron ...H. F. Ahmanson & Co. was the controlling shareholder of United Savings and Loan Association. There was very little trading in the Association's shares, however. To create a public market for their shares, Ahmanson and a few ...Real Options, Inc. (ROI), is a company not required to provide periodic reports to investors under the Securities Exchange Act of 1934. ROI wants to raise $700,000 by selling preferred shares to 150 investors, including its ...In early May 2001, American Express Financial Advisors (AEFA) CEO James Cracchiolo received a fax from AEFA CFO Stuart Sedlacek advising him that AEFA was facing additional losses on its high-yield debt investments beyond ...AccentPoint LLP, an accounting firm, was hired by General Micron Company to audit its financial statements for inclusion in GMC's 1933 Act registration statement, pursuant to which GMC's common shares would be sold to ...
Post your question