Aronson v. Lewis

From Wikipedia, the free encyclopedia
Jump to: navigation, search
Aronson v. Lewis
Citation(s) 473 A 2d 805 (Del 1984)
Keywords
Directors' duties

Aronson v Lewis 473 A 2d 805 (Del 1984) is a US corporate law case, from Delaware concerning the possibility of a shareholder to bring a derivative suit.

Facts[edit]

A shareholder claimed that the directors of Meyers Parking System Inc. had improperly wasted corporate assets. The CEO, Mr Fink, then 75 years old, was also a 47% shareholder and its founder. It was alleged he personally selected the other directors. They had given to Mr Fink a generous five year employment contract, a subsequent term as a consultant with a large salary, and an annual bonus equal to 5% of the company’s pre tax profits. The contract also said that this continued regardless of Mr Fink’s continued ability to perform the job.

Judgment[edit]

Justice Moore rejected the claim on the ground that the plaintiff had not shown that making a demand on the board would have been futile. He held that the ‘business judgment rule’ was applicable. This meant,

See also[edit]

Notes[edit]

References[edit]

External links[edit]