Speiser v. Baker

Through a circular ownership structure, Chem's subsidiary Medallion held preferred stock in Med (convertible to 95% voting control) while Speiser (plaintiff) and Baker (defendant) each owned 50% of Med's common stock and served as its only directors, effectively giving them control of Chem despite owning less than 35% of it; when Baker's refusal to attend meetings blocked Med's quorum, Speiser sued to force an annual meeting, and Baker counterclaimed seeking a declaration that Med could not vote its Chem shares.