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Business Associations Keyed to Hwang, 3rd Ed.
Riblet Products Corp. v. Nagy
Citation:
683 A.2d 37 (1996)Facts
In 1981, Riblet entered into an employment contract with Ernest Nagy, who was then Chairman, President, and CEO and owned 14% of the company’s stock. In 1986, David Bistricer, Nachum Stein, and their relatives acquired 85% of Riblet through a leveraged buyout, paying Nagy over $3 million for his previous interest. Nagy retained a 15% interest in the reorganized corporation and entered into a new employment contract (the 1986 Contract) that specified he could only be terminated for cause, defined as conviction of a felony, fraud, dishonesty, illegal use of controlled substances, or misappropriation of funds. In 1990, Riblet terminated Nagy allegedly because he engaged in self-dealing transactions, including being an undisclosed principal in purchasing Riblet’s headquarters building, and refused to follow board directives by writing checks without approval and keeping his personal secretary on payroll after the board discharged her. Nagy challenged his termination in federal court.
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