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Business Planning Keyed to Gevurtz
Zidell v. Zidell, Inc.
Citation:
277 Or. 423, 560 P.2d 1086 (1977)Facts
The Zidell family business began as a partnership and evolved into four closely-held corporations engaged in scrapping ships, building barges, trading scrap metal, and marketing industrial valves. By 1968, ownership was divided among Arnold Zidell (37.5%), his brother Emery Zidell (37.5%), and Jack Rosenfeld (25%). In 1972, Rosenfeld sold his shares to Emery’s son Jay, giving Emery and Jay majority control. Prior to Arnold’s resignation in 1973, the corporations had a policy of retaining earnings rather than distributing dividends, as all major shareholders were employed by the companies and received adequate salaries. After Arnold resigned (following a dispute over salary increases), he demanded reasonable dividends. The corporations declared modest dividends while increasing salaries and bonuses for remaining employees. Arnold filed suit claiming the dividends were unreasonably small and not set in good faith. The corporations defended their dividend policy based on needs for physical improvements, inventory financing, facility renovations, and maintaining financial stability for bank loans.
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