Business Associations Keyed to Hamilton
Heller v. Boylan
Facts
Heller (Plaintiff) and six other stockholders out of the 62,000 holding shares in the American Tobacco Company brought a derivative action challenging the high bonuses top officers were paid under a concededly legal bylaw passed in 1912. The company president alone received salary and bonus payments topping $1,000,000 annually in 1930 and 1931 and averaged $400,000 per year from 1929 to 1939. Plaintiff argued that the payments were not related to the value of the services for which they were given and therefore, in reality, they were a gift in part and that the majority stockholders committed waste and spoliation in giving away corporate property against the minority’s protest. In a prior suit, Rogers v. Hill, 289 U.S. 582, 88 A.L.R. 744 (1933), in which the same bylaw was challenged, a compromise judgment was entered into thereby reducing the bonus payments. However, Plaintiff argued that the judgment should be set aside because Rogers, the successful plaintiff received a $525,000 fee for his efforts, the fee in effect being a bribe.
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