Edwards

I. Introduction

Three brothers — Edward D. Edwards, James R. Edwards (objectors) and Kenneth N. Edwards (petitioner) — are cotrustees of an inter vivos trust (the Arthur C. Edwards Settlement Trust) created by their now deceased father. Shares of common stock of two corporations wholly owned by the Edwards family (the three brothers and their mother, Ann Vera Goss) make up the trust corpus. The two corporations are Dunn-Edwards Corporation, and Highland Properties, Inc. The question presented is whether the cotrustees’ power to vote the shares of stock held in trust is governed by Probate Code section 15620 or Corporations Code section 704. Section 15620 states the general rule that cotrustees may exercise their powers by unanimous action only. Section 704 governs the voting of shares standing in the name of two or more fiduciaries or where two or more persons have the same fiduciary relationship respecting the same shares. Under section 704, the act of the majority of the cotrustees would be binding. The objectors appeal from an order instructing the cotrustees that section 15620 controls. In this very, very close case, we conclude the more specific statute, section…