Humphrys v. Winous Co.

Winous Co. (defendant) had three directors, each placed in his own separate classification, serving staggered three-year terms so only one director's seat came up for election each year; this arrangement, permitted by one Ohio statute governing director terms, effectively prevented minority shareholders from ever using cumulative voting to elect a director, since cumulative voting requires multiple open seats to be meaningful. A separate Ohio statute guaranteed shareholders' right to cumulative voting and barred corporations from restricting it. The court of appeals held the more specific cumulative-voting statute limited the director-classification statute, invalidating Winous's staggered board structure.