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Business Organizations Keyed to Chasalow, 3rd Ed.
Rosenfeld v. Fairchild Engine & Airplane Corp.
Citation:
309 N.Y. 168 (1955)Facts
The plaintiff, William Rosenfeld, owned 25 shares of Fairchild Engine & Airplane Corporation’s more than 2,300,000 outstanding shares. He brought a derivative action seeking to recover $261,522 paid from the corporate treasury to reimburse expenses incurred in a proxy contest. Of this amount, $106,000 was spent by the incumbent board while still in office, $28,000 was later paid to the old board by the new board for additional expenses deemed reasonable, and $127,000 was paid to reimburse the victorious insurgent group led by Sherman M. Fairchild. The proxy contest centered on several policy issues, particularly a controversial employment contract for J. Carlton Ward, Jr., a director and principal executive officer. The insurgent group won the election by a two-to-one margin, and the reimbursement of their expenses was later ratified by a 16-to-1 majority vote of stockholders.
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