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Business Organizations Keyed to Macey
Gall v. Exxon Corp.
Citation:
418 F. Supp. 508 (1976)Facts
On September 24, 1975, Exxon’s Board of Directors unanimously resolved of Exxon’s bylaws to establish a Special Committee on Litigation. After an investigation of four months, the committee issued a report of secret payments made for various purposes and political contributions to Italian political parties from 1963 to 1972. The secret payments, totaling about $39 million, were made through secret bank accounts not reflected on the books of Exxon’s Italian subsidiary. The Special Committee unanimously determined that it would be contrary to the interests of Exxon and its shareholders to institute a legal action against any present or former Exxon director or officer. The committee further resolved to authorize the proper officers of Exxon to oppose all shareholder derivative actions relating to payments.
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