Corporations Keyed to Hamilton
Sullivan v. Hammer
Facts
Occidental mailed to stockholders a proxy statement reporting that a Special Committee of Occidental had approved a proposal to provide financial support to The Armand Hammer Museum of Art and Cultural Center, (Museum). Occidental is to donate a lump sum to the Armand Hammer Foundation and is to fund the construction of the Museum, which is to be physically integrated with Occidental’s headquarters building. Hammer is the founder and Chairman of the Board of Occidental. Plaintiffs filed this action asserting class and derivative claims alleging that Occidental’s expenditures with regard to the Museum and its obligations to the Armand Hammer foundation constitutes a gift and waste of corporate assets and that Hammer had breached his duty of loyalty by causing Occidental to make these expenditures for his personal benefit. Counsel for all the parties presented to the Court a fully executed Stipulation and Agreement of Compromise, Settlement and Release. The court in its opinion reviews the proposed settlement.
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