Fiduciary Duty, Derivative Suit, Closely Held Businesses

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

Can One 50% Shareholder Sue the Other in the Company Name on the Company Dollar? Answer: It Depends

Farrell Fritz, P.C. on 7/10/2023

In the menagerie of closely held companies, those owned and controlled by 50/50 business partners pose unique benefits and challenges. On the benefit side, co-equal ownership and control can foster cooperation,...more

Demystifying Individual And Derivative Claims In Closely Held Corporate Disputes

Robson & Robson, P.C. on 5/30/2023

You represent a minority shareholder of a closely-held corporation and the company is having an off year. The majority shareholder is the sole member of the board and serves in every officer position. She draws significant...more

Shareholder Actions: Direct Vs. Derivative Suits

Hendershot Cowart P.C. on 11/15/2022

When it comes to protecting their interests – or the interests of the corporation – shareholders have unique rights to take legal action. They can file suit either on behalf of the corporation itself, known as a derivative...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

The Business Judgment Rule in Texas

Freeman Law on 11/9/2021

Corporate officers and directors owe a fiduciary duty to the corporation that they serve, and they can be held liable if they breach that fiduciary duty. Fiduciary duties are not codified in the Texas Business Organizations...more

Shareholder Oppression Claims: Looking Past the Urban Myth to Remedies that Continue to Survive in The Real World of Texas Law

Winstead PC on 10/3/2019

Many Texas lawyers and their private company clients continue to refer to the claim for shareholder oppression as if it remains a viable cause of action under Texas law. And yet, for all practical purposes, the claim for...more

Melancholy Minority Shareholders: Five-Years after Ritchie v. Rupe, No Cause for Celebration by Texas Private Company Investors

Winstead PC on 4/22/2019

Almost five years have passed since the Texas Supreme issued its decision in Ritchie v. Rupe in 2014 abolishing shareholder oppression as a claim under common law by minority shareholders in private Texas companies....more

Top Ten Business Divorce Cases of 2018

Farrell Fritz, P.C. on 12/31/2018

I’m very pleased to present my 11th annual list of this past year’s ten most significant business divorce cases. This year’s list includes four important appellate decisions, including one likely to stand as a landmark...more

Problems To Avoid When Making A Meiselman Claim And/Or Filing A Derivative Action

Brooks Pierce on 12/17/2015

The Business Court's Opinion last week in Coleman v. Coleman, 2015 NCBC 110, provides useful guidance on how to properly plead a Meiselman claim, and proper procedure to follow before making a derivative claim. Plaintiff...more

Fiduciary Duty › Derivative Suit › Closely Held Businesses

"My best business intelligence, in one easy email…"