U.S. Supreme Court, Rogers v. Hill, 289 U.S. 582 (1933), Rogers v. Hill, No. 732, 289 U.S. 582
http://supreme.justia.com/us/289/582/case.html
"While the amounts produced by the application of the prescribed percentages give rise to no inference of actual or constructive fraud, the payments under the bylaw have by reason of increase of profits become so large as to warrant investigation in equity in the interest of the company. Much weight is to be given to the action of the stockholders, and the bylaw is supported by the presumption of regularity and continuity. But the rule prescribed by it cannot, against the protest of a shareholder, be used to justify payments of sums as salaries so large as in substance and effect to amount to spoliation or waste of corporate property."
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