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Business Associations Keyed to Bainbridge
Kamin v. American Express Company
Citation:387 N.Y.S.2d 993 (1st Dept.1976)
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A complaint is brought by two minority shareholders of the American Express Company, asking for a declaration that a certain dividend in kind is a waste of corporate assets, directing the defendants not to proceed with the distribution. The complaint alleges that in 1972 American Express acquired for investment 1,954,418 shares of common stock of DLJ, Inc., a publicly traded corporation, at a cost of $29.9 million. It is alleged that the current market value of those shares is approximately $4.0 million. The Board of Directors of American Express declared a special dividend to all stockholders pursuant to which the shares of DLJ would be distributed. Plaintiffs contend that if American Express were to sell the DLJ shares on the market, it would sustain a capital loss of $25 million and demanded that the directors rescind the previously declared dividend in DLJ shares. Defendants contend that no viable cause of action is made out.
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