Ocilla Industries, Inc. (Ocilla), owned 40 percent of the stock of Direct Action Marketing, Inc. (Direct Action). Direct Action was a New York corporation that specialized in the marketing of products through billing inserts. Ocilla helped place Howard Katz and Joseph Esposito on Direct Action’s five-member board of directors. A dispute between Ocilla and the two directors caused Ocilla to claim that Katz and Esposito wanted excess remuneration in exchange for leaving the board at the end of their terms. As a result, no shareholders’ meeting was held for one and one-half years. Under the Model Business Corporations Act, can Ocilla compel Direct Action to hold the meeting earlier? Ocilla Industries, Inc. v. Katz, 677 F.Sup1291, Web 1987 U.S. Dist. Lexis 12741 (United States District Court for the Eastern District of New York)