Plaintiff held a substantial percentage of Defendant’s shares, many of which were in a voting trust. The trust under its terms would terminate when Plaintiff’s beneficial stock ownership fell below 45%. Plaintiff was also restricted pursuant to a stock purchase agreement with respect to stock transfers, but such restrictions did not preclude transfers to family members. Plaintiff transferred shares to his sister which reduced his ownership below 45% and he sought to have his other shares released from the trust and to vote them. Defendant claimed that he remained the beneficial owner of the shares. On Plaintiff’s partial summary judgment motion the Court found that Plaintiff had not retained beneficial interest in the transferred shares and there was no issue of fact and therefore summary judgment was appropriate. The Court rejected the use of the definition of “beneficial ownership” under the federal securities laws and instead looked to Delaware case law as a guide, finding that “beneficial owner” is one who holds some equitable right in the stock. The Court terminated the voting trust allowing Plaintiff to vote his shares.