- 57 -
meetings.16 Id. at 885. The court in Erie Lighting Co. did not
indicate that any of those stockholder matters on which the
preferred stockholders of ELC had the right to vote restricted
ELC's board of directors with respect to that board's management
of ELC's business and affairs. Nor did it make mention of any
management matter that it believed was taken away from ELC's
board of directors by those stockholder matters. To the con-
trary, the court in Erie Lighting Co. examined applicable State
law and the bylaws of ELC, found that under that law and those
bylaws the board of directors of ELC was entrusted with the
management of its business and affairs, and distinguished the
management matters that were entrusted to ELC's board of direc-
tors from the stockholder matters on which the preferred stock-
holders of ELC had the right to vote. The court in Erie Lighting
Co. v. Commissioner, 93 F.2d at 885, concluded that those stock-
holder matters
are not a basis for holding that two corporations do
business as a single unit, or that the preferred stock-
holders control the management of the business enter-
prise. That is left to the board of directors.
16 It appears to us that (1) certain of the matters that the
court in Erie Lighting Co. v. Commissioner, supra, determined
were "usually reserved to the stockholders" were the types of
matters that under the laws of all States required a stockholder
vote or stockholder approval, and (2) the remainder of those
matters were the types of matters that under the laws of certain
States required a stockholder vote or stockholder approval. See
2 Fletcher Cyclopedia of Corporations, secs. 276, 543, 547 (perm.
ed. 1990 rev.); 5 Fletcher Cyclopedia of Corporations, supra
secs. 2001, 2105 (perm. ed. 1996 rev.).
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