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Business Planning Keyed to Gevurtz
Gidwitz v. Lanzit Corrugated Box Co.
Citation:
20 Ill. 2d 208, 170 N.E.2d 131 (1960)Facts
Lanzit Corrugated Box Co. was a family-owned corporation with ownership split evenly between two family factions. Joseph Gidwitz served as president and effectively ran the company as his personal business for over ten years. During this period, he made significant decisions without board approval, including organizing a subsidiary that lost $290,000, hiring an executive at a salary of $32,500, borrowing substantial sums from entities in which he had personal interests, arbitrarily reducing Victor Gidwitz’s salary, and failing to hold proper shareholder meetings. The corporation had not declared dividends since 1948. Joseph refused to consider increasing the board from four to five directors to break the deadlock. When plaintiffs attempted to exercise their rights as directors and shareholders, Joseph either prevented meetings or ensured votes ended in deadlock. The corporate bylaws granted the president significant authority, but Joseph exceeded these powers by treating officers as mere employees subject to his control.
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