Page:Harvard Law Review Volume 10.djvu/459

433 CORPORATE VOTING AND PUBLIC POLICY. 433 Stockholder may delegate by proxy, without consideration and to one who has no interest in the shares, or in the corporation, the revocable right to vote, why can he not, for a valuable consideration and for an honest purpose, give that right to another irrevocably? It is to be noted, in this connection, that at least one very respect- able Court has gone so far as to decide that an agreement between stockholders not to vote by proxy is itself pernicious and void as against public policy.^ Not alone then, according to this authority, is this duty not one that the trustee must perform himself {dele- gatus non potest delegare to the contrary notwithstanding) but he cannot even by agreement deprive himself of the power to disasso- ciate the right of suffrage. The purpose of voting agreements is generally to control the election of directors. It is conceded to be the general rule, sanctioned by the policy of the law, that those who have the largest interest in corporations may combine to control them, even by preliminary concert and agreement, as they have the greatest interest that they should be well managed.^ And it is admitted that neither a minority stock- holder, nor the corporation, nor the State, can complain of an agreement by the stockholder giving to another the right to vote, the contention going substantially no further than to insist upon the right of the shareholder to withdraw at any time from such agreement.^ But it should make no difference in principle whether a majority of stock is held by a single individual, or by a number of them acting in common, or through selected representatives; or whether the representatives be selected through the medium of a power of attorney or an agreement. Again, it will be admitted that the ownership of shares represents a double right, — the right to vote and the right to participate in profits. If it be lawful to sell an interest in the latter right, as it undoubtedly is, why not then, in the former? From that point of view, the party accorded the right to vote becomes a part owner of the shares, and there is no longer a disassociation of ownership from voting power, but only of voting power from the right to dividends. This would therefore seem to be the better doctrine, and one with which prob- ably no case, upon its exact facts, is in conflict. 1 Fisher v. Bush, 35 Hun, 641. 2 See Barnes v. Brown, 80 N. Y. 547, and Havemeyer v. Havemeyer, 43 N. Y. Super. Ct. 506.
 * Griffith V. Jewctt, supra.