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Business Associations Keyed to Hwang, 3rd Ed.
Rosenfeld v. Fairchild Engine & Airplane Corp.
Citation:
309 N.Y. 168 (1955)Facts
William Rosenfeld, owning 25 shares of Fairchild Engine and Airplane Corporation out of over 2,300,000 outstanding shares, brought a stockholder’s derivative action seeking return of $261,522 paid from corporate funds to reimburse proxy contest expenses. The old board of directors spent $106,000 defending their position while still in office. After the insurgent group led by Sherman M. Fairchild won the proxy contest, the new board paid the old board $28,000 for remaining reasonable expenses and paid $127,000 to reimburse the successful insurgent group’s expenses. The stockholders expressly ratified payment to the insurgent group by a 16-to-1 majority vote. The controversy centered on corporate policy disputes, particularly concerning J. Carlton Ward’s employment contract, which was identified as a main point of contention between the competing factions.
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