We have concluded that the allegations of the complaint and certain stipulated facts sufficiently state a cause of action and that the judgment must therefore be reversed. The controlling shareholders may not use their power to control the coproration for the purpose of promoting a marketing scheme that benefits themselves alont to the detriminet of the minority. The majority must act with a duty of good faith and inherent fairness to the minority. Whether the majority breached their fiduciary duty to the minority. Plaintiff appeals from a judgment entered for defendants after an order sustaining defendants' general and special demurrers to her third amended compaint without leave to amend. P contends that the majority used their control of the Association for their own advantage and to the detriment of the minority. They did not offer the minority stockholders of the Association to exchange their shares. After the exchange, United Financial held 85 percent of the outstanding Association value. Majority decided to start a new corporation and paid for that corporation with their shares. Plaintiff seeks damages and other relief for losses allegedly suffered by the minority stockholders because of claimed breaches of fiduciary reponsibility by defendants in the creation and operation of United Financial. Value of share had increased enormously from time the shareholders originally bought them.
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