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Corporations Keyed to O’Kelley
Zidell v. Zidell
Citation:560 P.2d 1086 (1977)
The individual defendants are directors of the defendant corporations. All are operated as divisions of the Zidell family business. During World War II, Sam Zidell, father of plaintiff Arnold Zidell and defendant Emery Zidell, bought out his original partner and took in Jack Rosenfeld as a 25 percent partner. In the meantime, three of the defendant corporations had been organized to carry on separate aspects of the family business. In May 1972, Jack Rosenfeld sold all of his stock in Tube Forgings of America, Inc. This transaction effectively gave Emery and his son Jay a majority of interest in each of the family corporations. Arnold did not learn of the sale until after it was consummated. In May of 1973, as a special meeting of the board, Arnold demanded that his salary be raised from $30,000 to $50,000 a year, saying that if this request was not granted he would resign. His request was refused and he thereupon resigned. Arnold demanded that the corporations begin declaring reasonable dividends. Thereafter, a dividend was declared and paid on the 1973 earnings of each corporation. Arnold contends that these dividends are unreasonably small and were not set in good faith.
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