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Business Organizations Keyed to Cox
Zapata Corp. v. Maldonado
Citation:430 A.2d 779 (1981)
In June, 1975, William Maldonado, a stockholder of Zapata, instituted a derivative action against ten officers and/or directors of Zapata, alleging breaches of fiduciary duty. Maldonado did not first demand that the board bring this action, stating instead such demand’s futility because all directors were named as defendants. By June, 1979, four of the defendant-directors were no longer on the board, and the remaining directors appointed two new outside directors to the board. The board then created an independent investigation committee to investigate Maldonado’s actions and to determine whether the corporation should continue any of the litigation. The committee’s determination was stated to be final not subject to review by the board of directors.
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