Campbell v. Loew's, Inc.
Delaware Court of Chancery
134 A.2d 852 (Del. Ch. 1957)
Amid a power struggle at Loew's (defendant) between president Joseph Vogel and director Joseph Tomlinson, Vogel called a shareholders' meeting to fill director vacancies, expand the board, and remove Tomlinson and another director for cause, alleging in a letter that the directors had been uncooperative, tried to seize control of the company, and harassed corporate officers; Vogel refused, however, to provide the targeted directors with a stockholders' list they needed to mount a defense before shareholders. Campbell (plaintiff) sued in the Court of Chancery seeking to enjoin the meeting or specific agenda items and proxy votes, and the court temporarily postponed the meeting while considering the case.
Whether corporate shareholders have the power to remove a director for cause, and if so, what process must precede that removal.