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Business Associations Keyed to Coffee, 9th Ed.
Rosenfeld v. Fairchild Engine & Airplane Corp.
Citation:
309 N.Y. 168 (1955)Facts
The plaintiff, William Rosenfeld, a stockholder owning 25 shares of Fairchild Engine & Airplane Corporation, brought a derivative action seeking the return of $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 paid to the old board by the new board after the change in management, and $127,000 was paid to the insurgent group that prevailed in the contest. The latter payment was ratified by a 16-to-1 majority vote of stockholders. The proxy contest involved substantive policy disputes, particularly regarding an employment contract for one of the directors, J. Carlton Ward, Jr. The plaintiff conceded that the charges were fair and reasonable in amount but challenged their legality as corporate expenses.
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