Shareholders, Fiduciary Duty, California

Navigating Business Interests as a Fiduciary in California

Weintraub Tobin on 5/27/2025

Administering a trust or probate estate is challenging enough—but what happens when you, as a private professional fiduciary, are tasked with managing a business interest? Whether you’re a professional trustee, conservator,...more

Just What Are The Duties Of A Controlling Shareholder And How Should Claims Of Breach Be Brought?

Allen Matkins on 10/23/2024

In a recent post, Professor Stephen Bainbridge discusses the question of when a controlling shareholder owes fiduciary duties to minority shareholders. Knowing when controlling shareholder owes fiduciary duties is one thing,...more

Disputes Between Shareholders May Not Be Governed by Fiduciary Duties but Could Be Covered by Insurance

Farella Braun + Martel LLP on 9/8/2023

Disputes regarding ownership interests often arise in the context of closely held corporations, particularly when directors, officers, or majority shareholders sell or acquire ownership interests in the company. These...more

Discerning When A Director Has Acted With "Reckless Disregard"

Allen Matkins on 7/20/2023

Section 204(a)(10) of the California Corporations Code permits the articles of incorporation to include provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or...more

The General Corporation Law's Filioque

Allen Matkins on 10/17/2022

The Nicene Creed as approved by the Council of Constantinople in 381 A.D. included the following: "τὸ ἐκ τοῦ πατρὸς ἐκπορευόμενον (who proceeds from the father). About 200 years later at the Third Council of Toledo, the...more

California Court of Appeal Holds that a Corporation’s Direct Cause of Action for Breach of Fiduciary Duty is Legal Rather than...

Sheppard Mullin Richter & Hampton LLP on 9/16/2022

In ZF Micro Solutions, Inc. v. TAT Capital Partners, Ltd., 2022 WL 4090879 (Cal. App. Aug. 8, 2022), the Fourth Appellate District of the California Court of Appeal decided, as a matter of first impression, that a...more

Shareholders › Fiduciary Duty › California

Navigating Business Interests as a Fiduciary in California

Just What Are The Duties Of A Controlling Shareholder And How Should Claims Of Breach Be Brought?

Disputes Between Shareholders May Not Be Governed by Fiduciary Duties but Could Be Covered by Insurance

Discerning When A Director Has Acted With "Reckless Disregard"

The General Corporation Law's Filioque

California Court of Appeal Holds that a Corporation’s Direct Cause of Action for Breach of Fiduciary Duty is Legal Rather than...

A First Sighting Of Zuckerberg Decision In California

Why California Requires Notice Of Rights That Shareholders May Not Have

Why California Law Applies To Dividends Made By A Delaware Corporation (And Not To Some California Corporations)

Court Finds No Cause Of Action Against Officer For Interfering With Shareholder Inspection

Shareholders › Fiduciary Duty › California

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