CAMPBELL v. LOEW'S, INC. 134 A.2d 852 (1957) CASE BRIEF

CAMPBELL V. LOEW'S, INC.

134 A.2d 852 (1957)

NATURE OF THE CASE: This case involves an ugly corporate power struggle that worked its way into the courts. It is here because it stands for the proposition that directors, when attacked by proxy, are allowed to distribute materials that support their cause. Campbell (P) requested a preliminary injunction to restrain the holding of a stockholders' meeting or alternatively to prevent the meeting from considering certain matters or to prevent the voting of certain proxies.

FACTS: Two factions, Vogel and Tomilson, are battling for control over Loew's Inc. (D). They struck a compromise where they would split control over the board between them, with one neutral board member. Then Vogel wanted to expand the board and take out some of Tomilson's directors, essentially taking control of the firm. Vogel sent out proxies that accused Tomilson's directors of wrongdoing. Campbell (P), a shareholder, tried to stop this meeting.

ISSUE:

RULE OF LAW:

HOLDING AND DECISION:

LEGAL ANALYSIS:

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