This is some chance that the CEO's conduct is legal, but it is not at all clear. The majority shareholder has certain fiduciary obligations to the minority shareholders, and the CEO has certain fiduciary obligations to the corporation. Obviously, spending money for personal needs like this raises some questions. The CEO may try to claim that his Employment Agreement with the corporation say that this is permitted compensation, but even that may be suspect. The rights of a minority shareholder here are limited. In general, minority shareholders can pursue a derivative shareholder action against the corporation, they can sue directly for breach of the majority shareholder's duty to them, or they can bring an action to dissolve the corporation. Not all options, however, are available in every situation. You would need to speak to a lawyer knowledge about corporate shareholder disputes to fully advise you. You should also bear in mind that the corporation will likely pay the attorney's fees of the CEO here.
Answered on Dec 17th, 2012 at 12:27 PM