This section contains the nature of the case and procedural background.

Arnold Zidell (P) and Emery Zidell (D1) each controlled 37.5% of the shares in the Zidell Corporations. Jack Rosenfeld (D2) had a 25% interest, and therefore his interests were key to the control of the Corporations. During 1971, P asked Rosenfeld if he would be interested in selling his stock to Zidell Corporations and the answer was yes. P reported this to D1. D1 then went to Rosenfeld and began negotiations for the personal purchase of some of Rosenfeld's shares. The purchase was completed in 1972. P then sued derivatively on behalf of the Corporations for a decree directing those who purchased shares from Rosenfeld to transfer them at cost to the Corporations as they had usurped a corporate opportunity.

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