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Business Associations Keyed to Hwang, 3rd Ed.
Levin v. Metro-Goldwyn-Mayer, Inc.
Citation:
264 F. Supp. 797 (1967)Facts
Metro-Goldwyn-Mayer, Inc., one of the major entertainment companies with total assets of $251,132,000 and gross income of approximately $185,000,000, faced a proxy contest between current management led by President Robert H. O’Brien and a dissident faction led by director Philip Levin. Both groups sought to elect their respective slates of directors at the February 23, 1967 annual stockholders meeting. The plaintiffs, holding approximately 11% of outstanding MGM common stock, filed suit seeking to enjoin management from using corporate employees (allegedly 9,000, though defendants claimed fewer than 150), hiring multiple proxy solicitation firms (Georgeson & Co. for $15,000 and Kissel-Blake Organization for $5,000), retaining special legal counsel (Louis Nizer’s firm), employing public relations firms (Thomas J. Deegan Company), and utilizing corporate goodwill and business relationships with exhibitors, distributors, and producers to solicit proxies. Management disclosed estimated total proxy solicitation costs of $125,000 in their proxy statement. The Levin group estimated their own solicitation costs at $175,000, to be paid by Levin personally with possible later reimbursement request to shareholders. Plaintiffs made no allegations of fraud, misrepresentation, or corruption, but argued management’s use of corporate resources was unlawful and excessive.
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