CASO : Rosenfeld v. Fairchild Engine & Airplane Corp.

Resolvió un reclamo en el cual los accionistas opinan que la sociedad no debe destinar sus utilidades, montos para el pago de los gastos de votación por proxy, la corte en su pronunciamiento estableció que era legitimo dicho pago porque constituía parte del ejercicio de los derechos de los accionistas y se refería a esa calidad de accionistas y no de inversionistas ordinarios.
Mas de este caso en Safari:
Proxy Contest The Fairchild Engine and Airplane Corporation (Fairchild) was a privately held corporation whose management proposed the incumbent slate of directors for election at its annual shareholders’ meeting. An insurgent slate of directors challenged the incumbents for election to the board. After the solicitation of proxies and a hard-fought proxy contest, the insurgent slate of directors was elected. Evidence showed that the proxy contest was waged over matters of corporate policy and for personal reasons. The old board of directors had spent $134,000 out of corporate funds to wage the proxy contest. The insurgents had spent $127,000 of their personal funds in their successful proxy contest and sought reimbursement from Fairchild for this amount. The payment of these expenses was ratified by a 16-to-1 majority vote of the stockholders. Mr. Rosenfeld, an attorney who owned 25 of the 2,300,000 outstanding shares of the corporation, filed an action to recover the amounts already paid by the corporation and to prevent any further payments of these expenses. Who wins? Rosenfeld v. Fairchild Engine and Airplane Corporation, 128 N.E.2d 291, 1955 N.Y. Lexis 947 (N.Y. App.)
Quieres saber mas consulta:
Corporations
Proxy Contest
Harvard law
Algunas otras revueltas de Proxys
Proxy Fights
Levin v. Metro-Goldwyn-Mayer, Inc.
O’brien group can spend corp assets to maintain control by soliciting votes by proxy where Levin (director) and six substantial shareholders challenge current board.
As long a board discloses expenses (that are not excessive) to shareholders, it can make expenditures
Otherwise, any wealthy group could take over
Disclosure creates an open checkbook, but if shareholders are dissatisfied, they will vote accordingly (inner political check)
Insurgent stands to lose a lot if challenge is unsuccessful
Will only realize increase in value that is proportional to amount of stock owned
20% shareholder in 5 mil corp that incr 10% with new management will see 100k incr
If company had to fund insurgent, it would be fighting with itself
Alternative is to purchase 90% of stock via tender offer. More expensive for insurgent but it keeps 90% of incr value
Proxy fights are good b/c they provide a mechanism to oust bas management
Fights are expensive waste of corp funds where current management is good.