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Business Planning Keyed to Gevurtz
Katzowitz v. Sidler
Citation:
24 N.Y.2d 512, 301 N.Y.S.2d 470, 249 N.E.2d 359 (1969)Facts
Isador Katzowitz, Jacob Sidler, and Max Lasker were equal shareholders and directors of Sulburn Holding Corp., a close corporation formed in 1955. Each initially invested $500 and received five shares at $100 per share. After years of business conflict, Sidler and Lasker attempted to marginalize Katzowitz. In 1959, the parties entered into a stipulation whereby Katzowitz would remain on the board but withdraw from daily operations, while maintaining equal stock ownership. In December 1961, when the corporation owed each director $2,500 in fees, Sidler and Lasker called a special meeting and approved the issuance of 75 new shares at $100 per share (25 to each shareholder), despite knowing Katzowitz opposed this. The offering price was approximately 1/18 of the book value of $1,800 per share. Katzowitz did not purchase his allotment, while Sidler and Lasker did. When the corporation was dissolved in 1962, Sidler and Lasker each received $18,885.52, while Katzowitz received only $3,147.59 due to his diluted ownership.
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