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OPINION

�1 The core issue for resolution on remand from the Pennsylvania Supreme Court is whether the directors of a corporation can divest the majority shareholders of their voting control and vest control in themselves. We hold that they cannot.

�2 The facts, as adduced at trial and taken from the trial court opinion, are as follows: Alan Warehime, the father of appellant Michael Warehime and appellee John Warehime, instituted two voting trusts in 1988 to control the majority of voting stock (Class B common stock) in Hanover Foods Corp. (HFC). Alan Warehime established the first trust with his three children *fn1 and the second with five of his grandchildren. *fn2 John Warehime succeeded his father as trustee upon his father’s death in 1990. The trusts expired in 1998.

 
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