Rapoport v. Schneider

Plaintiffs, in their status both as directors and stockholders, brought this derivative action on behalf of the corporation against other directors to prevent the allegedly improper payment of a duplicate claim for real estate commissions and for an accounting. Plaintiffs appeal from the dismissal of the first cause of action alleged in their status as directors. The issues are the invalidity of the resolution authorizing payment of the claim for lack of proper notice and the conflict of interest of some directors who voted for it, and the sufficiency of facts alleged to charge the directors…