Heller v. Boylan

A 1912 American Tobacco bylaw, adopted by a stockholder majority, gave the president and vice presidents annual incentive bonuses on top of salary. In 1939, on $262 million in sales, officers received about $11.6 million in bonuses plus $3.7 million in salary. Seven stockholders holding 1,000 of about 5 million shares (plaintiffs) brought a derivative suit against the directors (defendants), claiming waste and spoliation-offering essentially the size of the payments as their proof.

Whether a court may revise the compensation paid to corporate officers where the plaintiff offers only the amount of the compensation as evidence of waste or spoliation.