Kamin v. American Express Company
Supreme Court of New York
383 N.Y.S.2d 807 (1976)
American Express's (defendant) directors decided to distribute shares of Donaldson, Lufkin and Jenrette, Inc. (DLJ) to stockholders as a dividend rather than selling the DLJ stock on the open market first, a choice that Kamin and other minority stockholders (plaintiffs) claimed cost the company roughly $8 million in avoidable taxes that a market sale would have saved. The plaintiffs sued the directors for corporate waste based solely on that alternative-strategy theory, and the directors moved to dismiss the complaint.
Whether a stockholder can maintain a claim against corporate directors by alleging only that a different course of action would have been more advantageous than the one the directors chose.