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Kamin v. American Express Co.
Citation:383 N.Y.S.2d 807 (Sup.Ct. 1976).
In 1972, American Express (“Amex”) acquired 1,954,418 shares of common stock for Donaldson, Lufkin and Jenrette, Inc. (“DLJ”) at a cost of $29.9 million. The stock lost significant market value and was worth, according to plaintiffs, approximately $4 million by 1975. On July 28, 1975, Amex’s board of directors declared a special dividend to all stockholders on record with shares of DLJ. Plaintiffs contended that if Amex were to sell DLJ shares they would sustain a capital loss of $25 million which could be offset against taxable capital gains on other investments and would result in $8 million in tax savings. The board of directors, however, had unanimously rejected the sale option because of issues like the adverse effect on Amex’s net income figures.
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