Fiduciary Duty, Shareholders, Summary Judgment

Can a Shareholder Be Oppressed After Ceding Control? Oppression, Reasonable Expectations, and Contractual Formalism

Farrell Fritz, P.C. on 1/13/2025

One of the first business divorce cases that I participated in as a young litigator was a lengthy arbitration over whether a minority shareholder was oppressed under BCL 1104-a. With those fond memories, evolution of the...more

Court of Chancery Holds Non-Voting Stock Must be Included on Stock Ledger

Morris James LLP on 11/19/2024

Mitchell Partners, L.P. v. AMFI Corp., C.A. Nos. 2020-0985-KSJM, 2020-0986-KSJM (Del. Ch. July 3, 2024) - In this case, in which the Chancellor reviewed a decision by a special master, the Court examined whether...more

Seventh Circuit Reverses Prior Ruling After Reexamining Exclusion Clause

Carlton Fields on 10/4/2019

After a panel rehearing, the Seventh Circuit in Emmis Communications Corp. v. Illinois National Insurance Co., No. 18-3392 (7th Cir. Aug. 21, 2019), vacated a prior judgment and withdrew an opinion issued in July 2019,...more

Court Grants Summary Judgment to Defendant Investment Adviser in Section 36(b) Excessive Fee Lawsuit

K&L Gates LLP on 7/5/2019

In a strong opinion, a federal court in the Southern District of New York recently dismissed a suit alleging that the defendant charged “excessive” fees to a mutual fund....more

Chancery Court Rules Inequitable Conduct May Be Considered Within the Scope of a Section 225 Review

K&L Gates LLP on 4/2/2019

In Robert G. Brown v. Lorrence T. Kellar et. al, Civil Action No. 2018-0687-MTZ (Del. Ch. December 21, 2018), the Delaware Court of Chancery granted in part and denied in part a motion for summary judgment by the...more

Dead Men Tell No Tales of Shareholder Buy-Outs Gone Sour

Farrell Fritz, P.C. on 7/16/2018

When three gentlemen in their mid-eighties, one of whom is in a nursing home with failing health and onset dementia, are the key players in a disputed shareholder buy-out transaction, what are the odds they’ll all be around...more

Race to the Exit as Professional Practice Falters

Farrell Fritz, P.C. on 2/13/2017

Does a shareholder have a fiduciary duty not to exercise a contractual right under the shareholders’ agreement to resign and demand a buy-out of his shares by the financially distressed corporation, particularly when the...more

Eleventh Circuit Affirms Summary Judgment for Insurer Based on "Other Capacity" Exclusion

Carlton Fields on 7/1/2015

On June 22, the Eleventh Circuit affirmed the grant of summary judgment in favor of National Union Insurance Company of Pittsburgh, Pa., in an action where the insured sought $10 million in coverage under a D&O policy. The...more

Fiduciary Duty › Shareholders › Summary Judgment

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