Fiduciary Duty, Corporate Governance, Closely Held Businesses

Managing Litigation Risk During the Business Lifecycle, Part 6: Minority Stakeholder Interests and Oppression

PilieroMazza PLLC on 8/1/2025

There is a common misconception that ownership equals control. But in many businesses—especially those participating in the Small Business Administration’s (SBA) 8(a), Women-Owned Small Business (WOSB), or Service-Disabled...more

California Court of Appeal Holds That Derivative Litigation Settlement Procedural Rules Apply Even In Intra-Shareholder Suits in...

Sheppard Mullin Richter & Hampton LLP on 7/7/2025

In Norman v. Strateman, No. A170356, 2025 WL 1802786 (Cal. App., 1st Dist., June 20, 2025), the California Court of Appeal held that a settlement of derivative claims reached among all shareholders of a close corporation was...more

Boilerplate That Matters in Ownership Disputes: An Overview of Indemnification and Advancement Clauses

ArentFox Schiff on 7/9/2024

Situations involving family dynamics, significant wealth, and fiduciary duties can be ripe for conflict. Disputes frequently arise among owners and managers of closely held businesses, family office constituencies, and other...more

Prepare To Be Boarded! Yet Another Reason Closely Held Companies Should Consider Installing Boards Of Directors

Robson & Robson, P.C. on 4/26/2023

For some owners of closely held companies, installing a board of directors may seem more painful than cutting off one of their pinkie fingers. They’d have to give up control of their business. They’d have to share...more

The Minority Shareholder’s Arrows Are Still Sharp in the Quiver: Claims Available to Oppressed Minority Shareholders under Texas...

Bradley Arant Boult Cummings LLP on 3/8/2022

The seven-year anniversary of the Texas Supreme Court’s decision in Ritchie v. Rupee has come and gone, and the court’s holding from 2014 remains the law: Minority shareholders in Texas private companies do not have a cause...more

Rights of Minority Shareholders in a Closely-Held Corporation

Buckingham, Doolittle & Burroughs, LLC on 3/9/2021

What is a Close Corporation? Under Ohio law, a “close corporation” is defined as a corporation with a relatively small number of shareholders, whose shares are generally not traded on national securities exchanges or...more

Minority Shareholders Are Fiduciaries Too

Holland & Hart LLP on 10/16/2018

Often, a closely-held company comprises a large portion of a person’s wealth. In some instances, the company initially generated much of the person’s wealth. And in others, the company is formed as a vehicle to pass wealth...more

Corporation Does not Owe Fiduciary Duty to Shareholders

Nutter McClennen & Fish LLP on 7/11/2018

“Under Massachusetts law,” Judge Salinger observed in Stone v. Remillard, “a corporation does not owe a fiduciary duty to its shareholders.” In support of that blackletter law, Judge Salinger cited to footnote three of Merola...more

Massachusetts Federal Court Holds That LLC Operating Agreement Does Not Shield Defendants from Liability for Breaching Their...

Mintz - Securities & Capital Markets... on 4/28/2015

A recent decision by Judge F. Dennis Saylor of the U.S. District Court for the District of Massachusetts, Butler v. Moore, C.A. No. 10-10207-FDS U.S. Dist. LEXIS 39416 (D. Mass. Mar. 26, 2015), offers an example of how...more

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