Corporations Keyed to Klein
Marx v. Akers
Facts
Plaintiff challenged Defendants’ decision to increase three of the outside director’s compensation to $55,000 plus 100 shares of IBM stock. The increase was above the rate of the cost of living, and the company under Defendants has been struggling. Therefore, Plaintiff asserted that the compensation was excessive. Defendants argued that only three directors were affected by the compensation increase, and therefore a majority of the Board had no interest – and therefore demand was not excused. Defendants also argued that Plaintiff only asserted conclusory statements and did not assert with particularity any facts to establish that the compensation was excessive.
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