86 Misc. 2d 809, 383 N.Y.S.2d 807 (Sup. Ct. N.Y. Cty. 1976)
Kamin v. American Express is a cornerstone New York case illustrating the breadth of the business judgment rule and the narrowness of the corporate waste doctrine.
Whether, absent fraud, self-dealing, or bad faith, a court may hold directors liable for negligence or corporate waste for choosing to distribute depreciated securities as a dividend in kind rather than selling them to realize a tax loss and corresponding tax benefit.
Under the New York business judgment rule, courts will not second-guess the merits of directors' business decisions made in good faith, with due care, and in the honest belief that the action is in the corporation's best interests. Directors have broad statutory discretion in declaring dividends (N.Y. Bus. Corp. Law § 510). A claim of corporate waste requires showing an exchange so one-sided that no person of ordinary, sound business judgment could conclude that the corporation received adequate consideration or benefit. Absent allegations of fraud, bad faith, self-dealing, or conduct amounting to waste, judicial intervention is unwarranted.
The court dismissed the derivative complaint, holding that the directors' decision to distribute the DLJ shares as a dividend in kind, rather than sell them to realize a tax loss, was protected by the business judgment rule and did not constitute corporate waste.
Kamin is a leading example of judicial deference under the business judgment rule. It clarifies that even where a plaintiff can point to a seemingly quantifiable, foregone financial benefit (like tax savings), courts will not police business strategy so long as the board acted in good faith, without conflicts, and with some rational basis. The case simultaneously illustrates the very high bar for pleading corporate waste and confirms that boards enjoy wide latitude in setting dividend policy. For students, it frames the boundaries of judicial review and highlights the kind of allegations—fraud, self-dealing, bad faith, or truly egregious waste—needed to survive dismissal.