Lehrman v. Cohen

Giant Food's voting stock was evenly split between the Cohen (defendant) and Lehrman (plaintiff) families, each electing two of four directors; to break potential deadlocks, all shareholders unanimously amended the certificate of incorporation to create a single share of Class AD stock, entitled to elect a fifth director but with no dividend or asset-distribution rights, which was issued to Danzansky, who then voted himself onto the board and was later elected company president over the Lehrman family's objection. Lehrman sued, arguing the AD stock arrangement was an illegal voting trust exceeding Delaware's ten-year limit on such trusts; the lower court granted the defendants summary judgment, and Lehrman appealed.