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Corporations Keyed to Hamilton
Aronson v Lewis
Facts
Plaintiff’s derivative suit against Defendants is based on Defendants approval of certain transactions that occurred between Meyers and Defendant Director, Leo Fink (Fink), a 47% stockholder of Meyers. In particular, Plaintiff challenges an employment agreement between Meyers and Fink and an interest-free loan by Meyers to Fink. Plaintiff claims he did not make a demand for action to Defendants before bringing this suit because such a demand would be futile for the following reasons: (1) Defendants participated in, approved, and may be personally liable for the wrongs complained of; (2) Fink controls and dominates Defendants because he personally selected Meyer’s officers and directors; and (3) Defendants would need to sue themselves, putting the action in hostile hands. The Court of Chancery held that plaintiffs’ allegations raised a reasonable inference that the Defendants actions were unprotected by the business judgment rule and thus a demand for action to Defendants would be futile. Defendants appeal.
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