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Schreiber v. Carney
Court of Chancery of Delaware (1982) | 447 A.2d 17; 1982 Del. Ch. LEXIS 395
TL;DR: A corporation loaned money to its largest shareholder to secure a crucial vote for a merger. A derivative suit alleged this was illegal vote-buying. The court held the act was not illegal per se, but voidable, and was cured by disinterested shareholder ratification.
Legal Significance: This case established that vote-buying is not illegal per se in Delaware. Instead, such agreements are voidable and subject to a test for intrinsic fairness, focusing on whether the purpose is to defraud or disenfranchise other stockholders. Ratification by disinterested shareholders can cure the transaction.