Shareholders, Breach of Duty, Business Litigation

Governance Insights: Dual Fiduciaries – A Cautionary Tale for Nominee Directors

Davies Ward Phillips & Vineberg LLP on 4/24/2025

The latest edition of Davies’ Governance Insights is now available. In this issue, we review the Manti Holdings decision from Delaware. For boards, nominees and nominating shareholders, the decision is a reminder of the...more

The Absence of a Single Statute of Limitations for Breach of Fiduciary Duty Claims

Freiberger Haber LLP on 1/27/2025

In New York, litigants often grapple with the appropriate limitation period to apply to breach of fiduciary claims. There is no single statute of limitations that the courts and the parties can look to. “Rather, the choice of...more

In ‘Case’ You Missed It: Alabama Supreme Court issues opinion clarifying the rules controlling nonprofit corporation governance

Balch & Bingham LLP on 1/23/2025

If you have ever been to the Flora-Bama, chances are you have passed by the Caribe Resort in Orange Beach, AL. The Caribe, like many beach resorts, is a condominium building containing individually owned residential units...more

SCOTX Ruling Confirms Individual Liability for Corporate Owners Who Commit Torts

Hicks Johnson on 1/15/2025

In Texas, as most other states, it is long settled that corporate agents are personally liable for their own tortious or fraudulent conduct—even if the conduct was done in their capacity as a corporate agent. Section 21.223...more

Court Finds Usurpation Of LLC Opportunity To Be Derivative

Allen Matkins on 10/21/2024

My last few posts have been devoted to the Court of Appeal's opinion in Tuli v. Specialty Surgical Center of Thousand Oaks, LLC, 2024 WL 4499271 (Oct. 16, 2024). The case relates to the plaintiff's "decade-long litigation...more

Court of Chancery Grants Rare Motion to Dismiss Suit Governed by Entire Fairness Standard

Jones Day on 6/20/2024

The electric vehicle company Canoo went public in a de-SPAC transaction in December 2020. After its stock price fell, a stockholder in the SPAC who chose not to redeem his stock sued the SPAC board and its controller for...more

Limo Company Shareholders Can't Hitch a Ride in Derivative Litigation

Farrell Fritz, P.C. on 5/17/2024

Closely-held business entities come in all shapes and sizes. By definition, under Partnership Law § 10, it takes “two or more” owners to form a general partnership. But corporations and LLCs have no such impediment, ranging...more

Enforcing the Guardrails on Transactions Involving Interested Directors of Close Corporations

Farrell Fritz, P.C. on 2/26/2024

In my business divorce practice I deal with many closely held corporations that have only a few or perhaps just two shareholders, each of whom is actively involved in running the business. Within that category are many...more

Top 10 Business Divorce Cases of 2023

Farrell Fritz, P.C. on 12/27/2023

Some years are easier than others to select the most significant business divorce cases. In this, the 16th year I’ve published this top-10 list, the task is made especially difficult by a veritable flood of court decisions...more

The Delaware Chancery Court Finds That an Unfair Process Resulted in a Fair Price

Vinson & Elkins LLP on 10/10/2023

Executive Summary- A recent Delaware Court of Chancery post-trial decision, In re Straight Path Communications, is another example of: • “fair price” immunizing “unfair process” in the “entire fairness” analysis, and - •...more

At-Will Employment Agreement Plus Mandatory Redemption Clause Leaves Minority Shareholder-Employees Out in the Cold

Farrell Fritz, P.C. on 7/24/2023

MiniCorp has five shareholders, all of whom are employees. Each shareholder’s employment agreement states that they are an at-will employee of MiniCorp, and the shareholders agreement provides that when a shareholder’s...more

Delaware Court of Chancery Clarifies Heightened Standard for Recovery of Attorneys’ Fees in Disclosure-Based Deal Litigation

Sheppard Mullin Richter & Hampton LLP on 7/18/2023

In Anderson v. Magellan Health, Inc., No. 2021-0202, — A.3d —-, 2023 WL 4364524 (Del. Ch. July 6, 2023) (McCormick, C.), the Delaware Court of Chancery addressed the circumstances under which the Court will award a...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

Without Equal? Pennsylvania Federal Court Charts New Path, Rules Fiduciary Duty Exists Between 50/50 Co-owners Of A Business

Robson & Robson, P.C. on 4/28/2023

There is arguably no more prevalent legal claim in business divorces than a claim of breach of a fiduciary duty. Simply put (and I do mean simply), when one person owes a fiduciary duty to another, the person with the duty...more

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