Dividends Gay's Super Markets, Inc. (Super Markets), was a corporation formed under the laws of the state of Maine. Hannaford Bros. Company held 51 percent of the corporation's common stock. Lawrence F. Gay and his brother Carrol were both minority shareholders in Super Markets. Lawrence Gay was also the manager of the corporation's store at Machias, Maine. One day, he was dismissed from his job. At the meeting of Super Markets's board of directors, a decision was made not to declare a stock dividend for the prior year. The directors cited expected losses from increased competition and the expense of opening a new store as reasons for not paying a dividend. Lawrence Gay claims that the reason for not paying a dividend was to force him to sell his shares in Super Markets. Lawrence sued to force the corporation to declare a dividend. Who wins? Gay v. Gay's Super Markets, Inc., 343 A.2d 577, Web 1975 Me. Lexis 391 (Supreme of Judicial Court of Maine) Duty of Loyalty Edward Hellenbrand ran a comedy club known as the Comedy Cottage in Rosemont, Illinois. The business was incorporated, with Hellenbrand and his wife as the corporation's sole shareholders. The corporation leased the premises in which the club was located. Hellenbrand hired Jay Berk as general manager of the club. Two years later, Berk was made vice president of the corporation and given 10 percent of its stock. Hellenbrand experienced health