CitationWilderman v. Wilderman, 315 A.2d 610, 1974 Del. Ch. LEXIS 106 (Del. Ch. 1974) Brief Fact Summary. Joseph Wilderman (D), president of a family-owned business paid himself large sums without acquiring consent from the company’s only other director, officer and shareholder, his wife, Eleanor (P). Synopsis of Rule of Law. In the absence of consent from the other executives, an executive may only receive compensation within reasonable expectations of performance of function and duties. ...
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Torres v. Spesier
CitationTorres v. Speiser, 268 A.D.2d 253, 701 N.Y.S.2d 360, 2000 N.Y. App. Div. LEXIS 338 (N.Y. App. Div. 1st Dep’t Jan. 11, 2000) Brief Fact Summary. Torres (P) claims that because his sale of stock was sold at less than par value, the sale is invalid. Synopsis of Rule of Law. The statute that prohibits the initial dispersal of stock in a new corporation for less than par value is inapplicable on the resale of dispersed shares among stockholders. ...
Stokes v. Continental Trust Co. of City of New York
CitationStokes v. Continental Trust Co., 186 N . Y. 285, 78 N.E. 1090, 1906 N . Y. LEXIS 1112 (N . Y. 1906) Brief Fact Summary. Stokes (P), a shareholder of Continental Trust Co. of City of New York (D), demanded that a number of newly issued shares be sold to him equal to the shares he holds now. Synopsis of Rule of Law. Corporations must allow shareholders to purchase newly issued stocks at the fixed price so that they may keep the share they currently have. ...
Smith v. Gross
CitationSmith v. Gross, 604 F.2d 639, 1979 U.S. App. LEXIS 11797, Fed. Sec. L. Rep. (CCH) P97,117 (9th Cir. Ariz. Sept. 17, 1979) Brief Fact Summary. The Smiths’ (P) suit against Gross (D) on violation of federal securities law was dismissed on the finding that there was no security involved in the parties transactions. Synopsis of Rule of Law. An investment contract type of security requires (1) an investment of money (2) in a common enterprise (3) with profits to come exclusively from the efforts of others. ...
Securities and Exchange Commn. v. Ralston Purina Co.
CitationSecurities & Exchange Com. v. Ralston Purina Co., 102 F. Supp. 964, 1952 U.S. Dist. LEXIS 4829 (D. Mo. 1952) Brief Fact Summary. The Securities and Exchange Commission (SEC) (P) attempted to enjoin treasury stock that Ralston Purina Co. (D) had offered to select employees. Synopsis of Rule of Law. The exemption in Statute 4(1) of the Securities Act of 1933 exempts transactions not involving any public offering from the registration requirement, but only when the selected offerees have access to the same kind of information normally available if registration were required. ...
McQuade v. Stoneham
CitationMcQuade v. Stoneham, 189 N.E. 234, 263 N.Y. 323, 1934 N.Y. LEXIS 1279 (N.Y. 1934) Brief Fact Summary. McQuade (P) alleges that his removal as officer and director from the New York Giants Baseball Club violates an agreement between the parties to use best efforts in maintaining everyone’s current positions. Synopsis of Rule of Law. Contracts are illegal and void so far as they preclude the board of directors, at the risk of liability, from changing officers, wages, or policies. ...
Galler v. Galler
CitationGaller v. Galler, 203 N.E.2d 577, 32 Ill. 2d 16, 1964 Ill. LEXIS 205 (Ill. 1964) Brief Fact Summary. Emma Galler (P) filed suit to compel specific performance of a shareholder agreement that bounds shareholders to vote for specific individuals and directors and call for mandatory dividends made between her deceased husband, and his brother, business partner Isadore Galler (D). Synopsis of Rule of Law. Closely held corporations are not held to the same standards of corporate conduct as publicly held corporations if there is an absence of evidence of fraud or prejudice towards minorit ...
Zion v. Kurtz
CitationZion v. Kurtz, 405 N.E.2d 681, 50 N.Y.2d 92, 428 N.Y.S.2d 199, 1980 N.Y. LEXIS 2272, 15 A.L.R.4th 1061 (N.Y. Apr. 29, 1980) Brief Fact Summary. Zion (P) sought the enforcement of a shareholder’s agreement that prohibits the corporation from contracting a business transaction without his approval. Synopsis of Rule of Law. Shareholder agreements that require minority shareholder approval of corporate enterprises are enforceable. ...
Salgo v. Matthews
CitationSalgo v. Matthews, 497 S.W.2d 620, 1973 Tex. App. LEXIS 2151 (Tex. Civ. App. Dallas May 17, 1973) Brief Fact Summary. A corporate election inspector (D) appointed by Salgo (D) refused to accept several proxies, because if they had been accepted, it would have enabled Matthews (P) to win his proxy fight with Salgo (D). Synopsis of Rule of Law. Only an authorized representative of the party who legally owns the stock may vote on shares of that party’s stock. ...
Ringling Bros.-Barnum & Bailey Combined Shows v. Ringling
CitationRingling Bros.–Barnum & Bailey Combined Shows, Inc. v. Ringling, 53 A.2d 441, 1947 Del. LEXIS 25, 29 Del. Ch. 610 (Del. May 3, 1947) Brief Fact Summary. Ringling (P) and Haley (D) entered a stock pooling agreement by which they agreed to always vote their shares together, Haley (D) however refused to agree on a vote for directors nor vote as directed by the arbitrator provided in the agreement, so Ringling (P) sought enforcement of the arbitrator’s judgment. Synopsis of Rule of Law. It is lawful for groups of shareholders to contract the way they vote with each other ...
Matter of Auer v. Dressel
CitationAuer v. Dressel, 118 N.E.2d 590, 306 N.Y. 427, 1954 N.Y. LEXIS 1024, 48 A.L.R.2d 604 (N.Y. 1954) Brief Fact Summary. President (D) of a corporation refused to call a special stockholder’s meeting sought by the Stockholders (P) to vote on amendments to the bylaw. Synopsis of Rule of Law. Corporate management must call a special stockholder’s meeting when enough voting shares back such a vote and if the purpose of the meeting is proper. ...
Lehrman v. Cohen
CitationLehrman v. Cohen, 222 A.2d 800, 1966 Del. LEXIS 163, 43 Del. Ch. 222 (Del. July 8, 1966). Brief Fact Summary. Lehrman (P) and Cohen (D), rival factions, have dispute over the issuance of Class AD stock and its voting power. Synopsis of Rule of Law. Creating a new class of voting stock does not dilute and separate the voting rights, they remain vested in the stockholders who made that class, from other elements in the ownership of said stock. ...
Lee v. Jenkins Bros
CitationLee v. Jenkins Bros., 268 F.2d 357, 1959 U.S. App. LEXIS 4805 (2d Cir. Conn. June 15, 1959) Brief Fact Summary. Jenkins (D) president in 1920 made a promise to Lee (P) when Lee (P) was hired that he would pay Lee (P) a $1,500 pension at age 60, “regardless of what happensâ€. Lee seeks enforcement of this promise. Synopsis of Rule of Law. Presidents have the authority to bind their company to acts in the scope of regular and usual conduct, but not for contracts of extraordinary natures. ...
In the Matter of Drive-In Development Corp
CitationIn re Drive-in Development Corp., 371 F.2d 215, 1966 U.S. App. LEXIS 3988 (7th Cir. Ill. Dec. 19, 1966) Brief Fact Summary. Drive-in Development Corp’s (Drive-in) parent company (D) was lent money by National Boulevard Bank (P) after proof was furnished that Drive-in’s directors (D) had guaranteed payment of the loan with Maranz. Synopsis of Rule of Law. If made while in the scope of his authority, statements of corporate officers and binding upon the corporations. ...
In re Radom & Neidorff, Inc.
CitationIn re Radom & Neidorff, Inc., 307 N.Y. 1, 119 N.E.2d 563, 1954 N.Y. LEXIS 1010 (N.Y. 1954) Brief Fact Summary. Radom (P) and his sister Neidorff (D), sole shareholders of a music publishing corporation, deadlocked the election of directors and declaration of dividends due to dislike and distrust. Synopsis of Rule of Law. Where corporate dissolution is authorized by statute in the case of deadlock or other specified circumstances, it is not necessarily mandated. The court will examine the situation with the shareholders and public’s wellbeing also in mind. ...
Humphrys v. Winous Co.
CitationHumphrys v. Winous Co., 133 N.E.2d 780, 165 Ohio St. 45, 1956 Ohio LEXIS 446, 59 Ohio Op. 65 (Ohio 1956) Brief Fact Summary. Winous Co. (D) has separate classifications for each of its three directors, Humphrys (P) alleges that this system deliberately nullifies the effectiveness of cumulative voting. Synopsis of Rule of Law. Minority representation on a company’s board of directors is not guaranteed by a statute that prohibits restrictions on the exercise of cumulative voting rights. ...
Gearing v. Kelly
CitationGearing v. Kelly, 15 A.D.2d 219, 222 N.Y.S.2d 474, 1961 N.Y. App. Div. LEXIS 7003 (N.Y. App. Div. 1st Dep’t Dec. 19, 1961) Brief Fact Summary. The Kellys (D) elected Hemphill when Mrs. Meacham (P) refused to attend a director’s meeting resulting in Meacham’s (P) faction objecting. Synopsis of Rule of Law. When a shareholder-director deliberately refuses to attend a director’s meeting to cause a lack of quorum, the board decision held at such a meeting will not be set aside for equity. ...
DeBaun v. First Western Bank and Trust Co.
CitationDeBaun v. First Western Bank & Trust Co., 46 Cal. App. 3d 686, 120 Cal. Rptr. 354, 1975 Cal. App. LEXIS 1801, 77 A.L.R.3d 991 (Cal. App. 2d Dist. Mar. 31, 1975) Brief Fact Summary. First Western Bank and Trust Co. (D) (First Western), the trustee of a controlling number of shares in Johnson Corporation, sold those shares to the S.O.F. fund in which Mattison was trustee whom First Western did not scrutinize for past controversial financial practices. Synopsis of Rule of Law. Controlling shareholders owe a duty to the corporation when selling control in the corporation when they ...
Davis v. Sheerin
CitationDavis v. Sheerin, 754 S.W.2d 375, 1988 Tex. App. LEXIS 1693 (Tex. App. Houston 1st Dist. June 30, 1988) Brief Fact Summary. Davis (D) contends that for his oppressive conduct toward the minority shareholder Sheerin (P), the trial court erred in mandating a forced buy-out of Sheerin’s (P) shares. Synopsis of Rule of Law. Courts have the option of using forced buy-outs as remedies for oppressive conduct of majority shareholders. ...
Brown v. McLanahan
CitationBrown v. McLanahan, 148 F.2d 703, 1945 U.S. App. LEXIS 3235, 159 A.L.R. 1058 (4th Cir. Md. Apr. 9, 1945) Brief Fact Summary. Trustees (D) of a corporation approved an amendment diverting power of preferred stock to privately owned debentures. Synopsis of Rule of Law. Under corporate voting trust agreements, trustees may not exercise power to the detriment of the actual owner of the voting share, nor may the trustees of different classes favor one class over the expense of another class. ...
Abreu v. Unica Indus. Sales, Inc.
CitationAbreu ex rel. Ebro Foods v. Unica Indus. Sales, 586 N.E.2d 661, 224 Ill. App. 3d 439, 1991 Ill. App. LEXIS 2217, 166 Ill. Dec. 703 (Ill. App. Ct. 1st Dist. Dec. 31, 1991) Brief Fact Summary. A director usurped a corporate opportunity of Ebro Foods, Inc. Abreu (P) filed a shareholder’s derivative action which resulted in the court’s removal of one of Ebro Inc.’s directors and the appointment of a provisional director to stabilize the factions. Synopsis of Rule of Law. The court may appoint provisional directors and retain jurisdiction as an alternative to judicial d ...
Woodland Trust v. Flowertree Nursery, Inc.
CitationWoodland Trust v. Flowertree Nursery, Inc., 148 F.3d 1368, 1998 U.S. App. LEXIS 16058, 47 U.S.P.Q.2D (BNA) 1363 (Fed. Cir. July 10, 1998) Brief Fact Summary. Woodland (Plaintiff) brought suit against Flowertree (Defendant) claiming patent infringement of its foliage protection system. Defendant claimed the patent was not valid because the system had been known had been in use for more than a year before an application for patent had been filed. Synopsis of Rule of Law. Oral testimony that is uncorroborated by interested parties regarding long-past events does not provi ...
Bonito Boats, Inc. v. Thunder Craft Boats, Inc.
CitationBonito Boats v. Thunder Craft Boats, 489 U.S. 141, 109 S. Ct. 971, 103 L. Ed. 2d 118, 1989 U.S. LEXIS 629, 9 U.S.P.Q.2D (BNA) 1847, 57 U.S.L.W. 4205 (U.S. Feb. 21, 1989) Brief Fact Summary. Under a Florida law that prohibits direct molding of designs that have not been patented, Bonito Boats, Inc. (Plaintiff) sued Thunder Craft (Defendant) in state court for molding and reproducing Plaintiff’s fiberglass recreational hull. Synopsis of Rule of Law. States may not offer patent-like protections to intellectual creations that would otherwise not be protected under federal law. ...
Wilson Sporting Goods Co. v. David Geoffrey & Associates
CitationWilson Sporting Goods Co. v. David Geoffrey & Assoc., 904 F.2d 677, 1990 U.S. App. LEXIS 8256, 14 U.S.P.Q.2D (BNA) 1942 (Fed. Cir. May 23, 1990) Brief Fact Summary. Wilson (Plaintiff) won an infringement suit regarding the design patent on its golf balls, and Dunlop (Defendant) and David Geoffrey & Associates (Defendant) appealed. Synopsis of Rule of Law. There can be no infringement if the scope of equivalency necessary to find infringement would cover prior art. ...