Breach of Fiduciary Duty Claim Supported by Business Appraiser’s Forensic Accounting
The Texas Court of Appeals, 3rd District, affirmed an award for breach of fiduciary duty relating amount of profits due upon the winding up of a closely held construction company.
Smith v. Van Gorkom
At issue is breach of fiduciary duty to stockholders.
Jowett v. Scruggs
The issue in this case was whether the attorney was properly expelled as a shareholder.
Adelson v. Adelson
Father purchases stock back from his son five months prior to liquidating the company's main asset, making it possible to settle notes with stockholders for higher value.
Minority Interest Discount Considered
The Massachusetts Court of Appeals considered whether the inclusion of discounts in the purchase price a majority shareholder paid to a minority shareholder for his stock was material information that should have been disclosed to the minority shareholder.
Court Combines Benchmarking Studies to Determine Reasonable Compensation of Hybrid Executive
Two of the issues in this complex bankruptcy matter were: (1) whether Marshall Cogan was paid excessive compensation from Trace International Holdings Inc. and Trace Foam Sub Inc. (collectively “Trace”); and (2) whether Trace was insolvent so that the redemption of stock and the declaring of dividends were rendered illegal.
Fair Value Damages Potentially Include Strategic Premium
One of the issues in this shareholder dispute was the proper measure of damages owed to minority shareholders who were bought out at substantially less than subsequent sale price to a strategic buyer.
Gary Thompson, et al. v. Allen B. Miller, et al.
The California Court of Appeals, Third District affirmed a jury's determination that a majority shareholder did not breach his fiduciary duty when he purchased the minority shareholders' stock. The Jury accepted the valuation of the stock that included di ...
Lack of Marketability Discount Permitted When Valuing Stock in Breach of Fiduciary Duty Case
The California Court of Appeals, 3rd District, affirmed a jury's determination that a majority shareholder did not breach his fiduciary duty when he purchased the minority shareholders' stock.
Case Update: Prior Opinion Vacated Due to Judicial Disqualification
In the September 2002 issue of BVU, we abstracted the case of Powell v. Anderson, 2000), a case of minority oppression involving a claim for usurpation of a corporate opportunity.
Gotham Partners, L.P. (Gotham III) v. Hallwood Realty Partners, L.P.
The Delaware Court of Chancery, on remand from the Delaware Supreme Court, valued real estate partnership interests, received in a transaction which breached the entire fairness standard contained in the partnership agreement and placed Hallwood in contro ...
Sixteen Percent Control Premium Applied
The Delaware Court of Chancery, on remand from the Delaware Supreme Court, valued real estate partnership interests, received in a transaction, which breached the entire fairness standard contained in the partnership agreement.
Michael T. Willis, et al. v. Dan Donnelly
The Texas Court of Appeals for the Fourteenth District valued stock in a spa in this breach of contract and fiduciary duty case. The parties’ contract required that stock in the spa be valued as the greater of the asset value or two years’ earnings. On ...
Stock Must Be Valued Using Fair Market Value Standard
The Texas Court of Appeals for the 14th District valued stock in a spa in this breach of contract and fiduciary duty case. The parties’ contract required that stock in the spa be valued as the greater of the asset value or two years’ earnings.
Proxy Statement Need Not Disclose Black-Scholes Option Value
Plaintiff Seinfeld was a shareholder of Cisco Systems Inc. In 1999, the board of directors obtained shareholder approval to amend Ciscos Automatic Option Grant Program to raise the number of options granted to outside directors.
Pereira v. Cogan
Action against controlling shareholder and directors for breach of fiduciary duty, including allegations of excess compensation for the controlling shareholder.
Judith A. Lawton et al. v. Robert Nyman et al.
Following trial, the district court found officers and directors with voting control of a closely held family corporation, Nyman Manufacturing Co., to be in breach.
Theory of Damages for Closely Held Company’s Officers’ Breach of Fiduciary Duty of Disclosure in Connection With Redemption of Corporate Stock Explored
The U.S. Court of Appeals considered the fiduciary duties between majority and minority shareholders in a closely held company and damages flowing from that breach.
Powell v. Anderson (II)
We are asked to vacate a final opinion of the Minnesota Court of Appeals on the grounds that the author of the opinion, Judge Roland Amundson, was disqualified.
Richard Erickson v. Centennial Beauregard Cellular, LLC
The Delaware Court of Chancery determined that Centennial did not provide enough information regarding its short form merger to its minority shareholders to satify Centennial's fiduciary duty of disclosure. The court denied Centennial's motion for summary ...
Short Valuation Summary Provided in Connection With a Short-Form Merger Insufficient to Meet Fiduciary Duty of Disclosure
The Delaware Court of Chancery determined that Centennial did not provide enough information regarding its short-form merger to its minority shareholders to satisfy Centennial's fiduciary duty of disclosure.
Measure of Damages for Fraudulent Inducement to Sell Stock Clarified
The Michigan Court of Appeals clearly stated the proper measure of damages for fraudulent inducement to sell stock.
Michael P. Garrity v. Mac Valves, Inc.
The Michigan Court of Appeals clearly stated the proper measure of damages for fraudulent inducement to sell stock. That measure is the value of the stock at the time of the fraud less the compensation received for the stock. It rejected the lower court ...
Executive Compensation Analysis and Other Methodology Found Flawed
This is an action for breach of fiduciary duty under the Employee Retirement Income Security Act (ERISA).
Steinman v. Hicks
Pension plan participants claimed the defendants breached their fiduciary duties under the Employee Retirement Income Security Act (ERISA).