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Business Associations Keyed to Coffee, 9th Ed.
Aronson v. Lewis
Citation:
473 A.2d 805 (1984)Facts
Meyers Parking System, Inc. was a Delaware corporation providing parking lot facilities throughout the country. In 1981, the board approved an employment agreement with Leo Fink, a 75-year-old director who owned 47% of Meyers’ stock. The agreement provided Fink with $150,000 per year plus bonuses for five years with automatic renewal provisions, and upon termination, consulting fees for life. Notably, the agreement specified that Fink’s compensation would not be affected by any inability to perform services. Additionally, the board approved interest-free loans to Fink totaling $225,000. The plaintiff, Harry Lewis, a Meyers stockholder, filed a derivative action alleging these transactions constituted waste of corporate assets. Lewis did not make a pre-suit demand on the board, claiming such demand would be futile because Fink dominated and controlled the board, all directors were defendants in the suit, and the directors had approved the allegedly wasteful transactions.
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