S shareholder wars with management go, the fight at Farmer Bros., a coffee distributor, is quite acrimonious. But it is also a fine example of what shareholders can accomplish when they pick up their pitchforks.

Farmer Bros. has been public for more than 50 years, but some outside shareholders say it is still run like a family company. Roy F. Farmer, son of a founder, is chairman, and his son, Roy E. Farmer, is president. Roy F. Farmer controls a total of 53.91 percent of the stock through both his stake and as the overseer of family trusts that own 12.5 percent.

Farmer's biggest public shareholder is Franklin Mutual Advisers, with 9.6 percent. For a few years, Franklin has been quietly unhappy about what it considers Farmer's failure to realize value for public shareholders. But a plan by Farmer to change its state of incorporation from California to Delaware pushed Franklin to act.

In a recent filing, Farmer said reincorporation was wise because "the prominence and predictability of Delaware corporate law provide a more reliable foundation" for corporate governance. Shareholders will vote on the plan on Jan. 5.

Franklin said it would vote against the plan because it would greatly diminish the rights of Farmer's public shareholders, and entrench management. That is also the view of Lucian A. Bebchuk, a professor of law, economics and finance at Harvard Law School. He studied the proposal for Steven D. Crowe, Catherine Crowe and Janis Crowe, beneficiaries of certain family trusts overseen by Mr. Farmer.

Mr. Bebchuk concluded that the plan would greatly reduce shareholder power, thanks to a "massive array of entrenching arrangements." Farmer's new bylaws would allow management to install a poison pill without shareholder approval, and would eliminate shareholders' ability to call a special meeting and to fill vacancies on the board when directors are removed by stockholders.

A spokesman for Farmer declined to comment. But Roy F. Farmer has said that he will vote in favor of reincorporation with the Crowe family shares that he oversees. So Mr. Crowe filed an emergency petition in California state court to replace Mr. Farmer with a temporary trustee to vote the Crowe shares at the Jan. 5 meeting. The court hearing on the issue is set for Wednesday. If the Crowe shares are removed from Mr. Farmer's hands, his majority stake becomes a minority one, at 40 percent.

Management's control is threatened by another shareholder suit. This one alleges that because 70 percent of Farmer assets are in cash and short-term investments, it is an unregistered investment company, not a coffee concern. A hearing on this case is scheduled for Tuesday in federal court in Los Angeles.

In its most recent proxy, Farmer said the Securities and Exchange Commission had raised concerns about whether it is an unregistered investment company. If Farmer is found to be such a company, management could lose the right to vote the 9 percent of shares held in an employee stock ownership plan. The company has loaned money to the ESOP to buy Farmer shares; if it is found to be an investment company, such loans would be barred by regulations.

Weave these strands together and Farmer shareholders may gain the upper hand. "This case shows that investors actually have the practical ability to take control of their own interests," said Gary Lutin, an investment banker at Lutin & Company in New York who represents institutional shareholder interests in corporate control contests. "Ultimately it's up to investors themselves to fix what doesn't work."