Lewis v. Dicker

OPINION OF THE COURT

Herbert Kramer, J.

This stockholder’s derivative action seeks to nullify the action of the board of directors of the Penn Central Corporation in awarding bonuses totaling over $1,000,000 to two key executives. Plaintiff claims these bonuses are illegal, a waste of corporate assets, and constitute a breach of the directors’ fiduciary duties.

Defendants move to dismiss pursuant to CPLR 3211, on the ground that plaintiff has failed to either make the requisite demand on the board of directors prior to com*29mencing suit or to adequately justify his failure to do so. Plaintiff…