430 HARVARD LAW REVIEW, ercise at the very time of the annual meeting his own judgment as to the best interests of all the stockholders, untrammelled by dicta- tion and unfettered by the obligation of any contract. We know of no case where equity has enforced such an agreement." In Harvey v. Linville Imp. Co.,^ the Court said that all agreements and devices by which stockholders surrender their voting powers are invalid. " The power to vote is inherently annexed to and in- separable from the real ownership of each share, and can only be delegated by proxy with power of revocation. The pooling arrange- ment admitted to have been entered into by the majority of stock- holders in the present case, is contrary to public policy and void." Greenhood on Public Policy, page 502, says: "Any contract by which the owner of corporate stock deprives himself of the im- portant rights which accrue from such ownership, is void," although he seems to state it the other way in his Rule 544. Cook on Stock- holders, Sect. 610, says: "A proxy is always revocable. Even when by its terms it is made irrevocable, the law allows the stock- holder to revoke it. Frequently an attempt is made to perma- nently unite the voting power of several stockholders, and thus control the corporation by giving irrevocable proxies to specified persons. But the law allows the stockholder to revoke the proxy at any time." A similar doctrine is contended for by Professor Baldwin in the first article of Volume I of the Yale Law Review. It will be found upon investigation that the language used in practically all of these decisions is much broader than was called for by the facts involved in them, and therefore is open to the usual objection that it probably was not considered to the extent to which it goes. And neither Greenhood nor Cook cites any cases that on their facts sustain the doctrine as stated by them. But the language used is sufficiently positive to justify an inquiry as to that principle of public policy which the Courts had in mind and which is said to be violated by agreements separating the right to vote on shares from their. so-called ownership. It should be re- membered at the outset that corporation law is still in the develop- ment stage, but it will be seen that this development is all in the direction to make this doctrine, without proper qualification, illogi- cal and untenable. How, then, do these agreements injuriously affect the welfare of the public? Public policy is a vague principle at best, and except 1 24 S. E. Rep. 489 (N. C).
