Can Majority Stockholders Revoke by Laws Granting Right of First Refusal to Shareholders ?
In Bechtold v. Coleman Realty Co., 367 Pa. 208, 79 A.2d 661 (Pa. 1951), majority shareholders attempted to repeal corporate bylaws granting a right of first refusal to shareholders.
The Supreme Court determined the bylaw was a contract "designed to vest property rights inter se among all stockholders." 79 A.2d at 663.
The Court determined the majority shareholder accepted the shares subject to the restriction, which could not be repealed without the consent of the minority stockholders. Id.