Nature of the Case
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Facts
Two factions, Vogel and Tomilson, are battling for control over Loew's Inc. (D). They struck a compromise where they would split control over the board between them, with one neutral board member. Then Vogel wanted to expand the board and take out some of Tomilson's directors, essentially taking control of the firm. Vogel sent out proxies that accused Tomilson's directors of wrongdoing. Campbell (P), a shareholder, tried to stop this meeting.
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