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Business Organizations Keyed to Macey
Lehrman v. Cohen
Citation:222 A.2d 800 (1966)
Giant Food Inc. was incorporated in Delaware in 1935 by defendant N.M. Cohen and Samuel Lehrman, deceased father of plaintiff Jacob Lehrman. The company was controlled by the Cohen and Lehrman families, each of which owned equal quantities of voting stock designated as Class AC (held by Cohen) and Class AL (held by Lehrman). To implement the arrangement, the company’s certificate of incorporation was amended to create a third class of voting stock, designated Class AD common stock. By the resolution of the board, the share of Class AD stock was issued to defendant Joseph B. Danzansky, who had served as counsel to the company. From the outset, the defendant N.M. Cohen was president of the company. A resolution was adopted at the annual shareholders’ meeting to give Danzansky a fifteen year executive employment contract at an annual salary of $67,600. Plaintiff challenges these actions.
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