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Corporations Keyed to Hazen
Cookies Food Products, Inc. v. Lakes Warehouse Distributing, Inc.
Citation:
430 N.W.2d 447 (Iowa 1988)Facts
L.D. Cook of Storm Lake, Iowa, founded Cookies in 1975 to produce and distribute his original barbeque sauce. In 1981, L.D. Cook, the majority shareholder, decided to sell his interest in Cookies. He first offered the directors an opportunity to buy his stock, but the board declined. Herrig then offered Cook and all other shareholders $10 per share for their stock, which was twice the original price. Shortly after Herrig acquired majority control, he extended the term of the exclusive distributorship agreement with Lakes and moved from his role as director and distributor to take on an additional role in product development. He also received twice compensation. Unsatisfied with the status quo, a group of minority shareholders commenced this action in 1985. Plaintiffs claimed that the sums paid Herrig and his companies have grossly exceeded the value of the services rendered, thereby substantially reducing corporate profits and shareholder equity and that Herrig breached his fiduciary duties to the corporation and its shareholders.
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Topic Resources
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Directors Officers