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Good Faith Minority Shareholders

A&O Shearman

The last word on good faith?

A&O Shearman on

Last autumn, the Court of Appeal held that actions taken by majority shareholders of a company, asking directors to resign, were not unfairly prejudicial to the minority shareholders. In doing so, the court made some...more

Cadwalader, Wickersham & Taft LLP

Delaware Supreme Court Enforces Partnership Agreement’s Unambiguous Exculpation Provision Waiving Fiduciary Duties and Presuming...

On December 19, 2022, Chief Justice Seitz issued an opinion for a unanimous Delaware Supreme Court, sitting en banc, reversing and remanding the Delaware Court of Chancery’s decision in Bandera Master Fund LP v. Boardwalk...more

Fox Rothschild LLP

Minority Shareholders can “Follow the Money” Linked To Alleged Diversions by Majority for Phantom Salaries and Benefits

Fox Rothschild LLP on

The minority shareholders of a podiatry practice felt like they had been kicked around by the alleged financial misadventures of two colleagues who together controlled an 80 percent interest....more

Winstead PC

Litigating Minority Shareholder Rights - Presentation

Winstead PC on

David F. Johnson presented his paper “Business Divorce: Minority Shareholder Rights In Texas” to the State Bar of Texas’s Business Disputes Course on September 2-3, 2021. This presentation addressed shareholder oppression...more

Winstead PC

Tricks Not Treats: Good Faith Promises to Perform Don’t Hold Up in Shareholder Buy/Sell Agreements Under Texas Law

Winstead PC on

Minority investors who purchase an ownership interest in a private Texas company are advised to secure an exit strategy confirmed in a Buy/Sell Agreement at the time they make their investment. But investors who look closely...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Holds That a Minority Stockholder Has No Common Law Right to a Conflict-Free Board Decision Regarding the...

In Blaustein v. Lord Baltimore Capital Corp., No. 272, 2013, 2014 Del. LEXIS 30 (Del. Jan. 21, 2014), the Delaware Supreme Court held that a closely-held corporation’s directors owe no fiduciary duty to decide, free from...more

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