The Court of Appeals yesterday unanimously upheld a ruling that said Business Corporation Law Section 612 prohibits “circular voting” only in instances where the shares would be voted by a subsidiary corporation, not a partnership.

Pinnacle Consultants v. Leucadia National Corp., No. 1, is a complicated commercial case from which arose two substantive legal issues: whether Section 612 was violated by the merger of the two companies and the transfer of voting control from the public shares to those held by corporate officials; and whether a claim of breach of fiduciary duty and waste was properly stated.

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