Warehime v. Warehime’s Empirical Analysis

Citation profile

2 federal appellate · 16 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 24 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “This matter involves an intra-family dispute over the control of Hanover Foods Company (“HFC”). The factual and procedural history is remarkably complex. In brief, Alan Warehime (“Alan”) was the chairman and chief executive officer (“CEO”) of HFC from 1956 to 1989. Alan was the father of three chil dren John Warehime (“John”), Michael Warehime (“Michael”), and Sally Ware-hime (“Sally”). In 1988, Alan created two voting trusts, one with his children and the other with his five grandchildren. Alan was designated as the sole voting trustee for both trusts. By their terms, both trusts were due to expire in 1998, ten years after their creation. In 1989, John was appointed chairman and CEO of HFC. John gained further control over HFC when, upon Alan’s death in 1990, he became the voting trustee of both trusts and acquired control over the majority of the voting shares of the corporation. Following John[’s] becoming the voting trustee of the voting trusts, several other family members expressed unhappiness over the way John was running HFC; boardroom disagreements escalated. In 1994, John eliminated cumulative voting rights, thus effectively preventing anyone other than himself from electing any members of the board. Promptly after the elimination of cumulative voting rights, John removed Michael, Sally, and an independent director from the Board; he replaced them with three hand-picked directors of his own choosing. The removal of Michael and Sally did not, however, end the interne”

   1 later decision quote this exact passage · from the majority
   e.g. 2010 Pa. Super. 95 - PETOW v. Warehime

2. “1. Whether Pennsylvania’s Business Corporations law affords existing management and directors carte blanche to change the rules as they relate to voting in a manner intended to perpetuate the incumbents’ own control of the corporation and to prevent the shareholders from exercising their rights to elect new directors. 2. Whether the directors’ decision to transfer effective voting control over the corporation from the existing Class B shareholders to a 401(k) Plan controlled by the directors themselves was consistent with (1) Pennsylvania’s Business Corporations law; (2) ERISA; and/or (3) the directors own fiduciary duty as directors. 3. Whether the trial court erred in its application of 15 Pa.C.S. §§ 1791-1793 by failing to set aside the corporate action taken on June 25, 1997 as procedurally improper because it was taken with no notice and no quorum and in apparent violation of a ruling the trial court had issued the day before. 4. Whether the trial court erred in deciding Michael Warehime’s motion for injunctive relief as to John Warehime’s actions in voting for the August 1997 amendments without a hearing or without any response from John Warehime. 5. Whether John Warehime, consistent with his fiduciary duty as voting trustee, could vote the trust shares to approve his own compensation package over the known opposition of all the other shareholders (including the beneficiaries of the voting trust).”

   1 later decision quote this exact passage · from the majority
   e.g. Warehime v. Warehime

3. “This, perhaps, results from the fact that mixed questions differ in terms of the degree to which the legal versus the factual aspects predominate. See generally Commonwealth v. Santiago , 439 Pa. Super. 447 , 466, 654 A.2d 1062 , 1072 (1994) (describing federal courts' approach to review of mixed questions, which varies according to the predominance of legal over factual aspects).”

   1 later decision quote this exact passage · from the concurrence
   e.g. Commonwealth v. Neysmith