Corporations Keyed to Hamilton
Heller v. Boylan
Facts
A by-law of the American Tobacco Company which was virtually unanimously approved by the stockholders in 1912, created a bonus structure for the company’s president and vice-presidents. The bonus structure distributed 10 percent of the profits over the earnings to the president and each vice president in addition to their salaries. The bonuses were quite obese aggregating to $11,672,920.27 in addition to the $ 3,784,999.69 salaries. The stockholders who thought the compensation grandiose, offered a resolution to restrict the bonuses to a maximum of $100,000. This resolution was defeated 2,193,418 to 74,571. Plaintiffs maintain these large bonuses bore no relation to the value of the services for which they were given and therefore they were a gift and that the majority stockholders committed waste and spoliation in giving away corporate property against the protest of the minority.
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