11 results for 'cat:"Corporations" AND cat:"Fiduciary Duty"'.
J. Anderson affirms the Court of Appeals' decision dismissing the shareholders' buyout claim, finding that while the shareholders' allegations supporting the shareholder status of the bank were sufficient to survive a motion for judgment on the pleadings, the Supreme Court is evenly divided (with J. Thissen taking no part) on the issue of whether beneficial owners of a closely held corporation may initiate an action for a buy-out of their interests. Affirmed in part.
Court: Minnesota Supreme Court, Judge: Anderson, Filed On: May 8, 2024, Case #: A22-0777, Categories: corporations, fiduciary Duty
J. Hassan finds that the trial court properly ruled against the majority shareholder of a corporation on third party claims against accounting firm parties stemming from a dispute with a partner in a hotel business. The shareholder failed to give evidence that the firm owed a fiduciary duty or that there was an alleged breach of any duty to him. Affirmed.
Court: Texas Courts of Appeals, Judge: Hassan, Filed On: April 25, 2024, Case #: 14-22-00769-CV, Categories: corporations, fiduciary Duty
J. Smith finds that the trial court properly and improperly ruled in a breach of fiduciary duty case filed by the co-owner of a corporation against an attorney who represented the corporation in litigation. The co-owners alleged in their complaint that the attorney failed to inform the corporation's board of directors of a possible conflict of interest and aided another owner of the corporation in starting a competing firm. Nothing in the evidence establishes a relationship between the co-owner and the attorney. However, remaining questions on the award of attorney fees in this litigation still exist and should be adjudicated. Affirmed in part.
Court: Texas Courts of Appeals, Judge: Smith, Filed On: April 24, 2024, Case #: 03-22-00234-CV, Categories: corporations, fiduciary Duty, Attorney Fees
J. Baker finds that the trial court improperly ruled against an interior design firm that a design communications company sued for breach of a promissory note. The design firm argues that genuine fact issues remain on their counterclaims, specifically, an affidavit purporting to challenge the notion that there was a joint venture between the entities, entitling the communications company to a promissory note from the design firm. The trial court did indeed err in excluding the affidavit. Furthermore, the company is not entitled to summary judgment on the firm's breach of fiduciary duty claims while these fact issues exist. Reversed.
Court: Texas Courts of Appeals, Judge: Baker, Filed On: April 24, 2024, Case #: 03-22-00451-CV, Categories: corporations, Evidence, fiduciary Duty
Vice Chancellor Laster grants summary judgment to a shareholder in claims challenging a stockholder agreement provision that abdicates control of the corporate board to the founder. The provision violates the "Abercrombie v. Davis" test for governance restrictions because the board cannot freely exercise its powers without first obtaining approval from the founder.
Court: Delaware Chancery Court, Judge: Laster, Filed On: February 23, 2024, Case #: 2023-0309-JTL, Categories: corporations, fiduciary Duty
Want access to unlimited case records and advanced research tools? Create your free CasePortal account now. No credit card required to register.
Try CasePortal for Free
J. Theofanis finds that the trial court properly ruled in favor of a company in a contract case it filed against a co-founder of the company who attempted to execute parts of his stock options. The trial court ruled that the company acted “not in bad faith” to restrict the co-founder’s ability to execute parts of the option. On appeal, the co-founder argues that the trial court wrongfully dismissed his counterclaims for breach of contract, alleging that material fact issues made his claim viable. Upon review of the co-founder’s counterclaim, the record does not reflect a genuine fact issue. Affirmed.
Court: Texas Courts of Appeals, Judge: Theofanis, Filed On: February 23, 2024, Case #: 03-22-00632-CV, Categories: corporations, fiduciary Duty
J. Smith finds that the trial court properly ruled against an investment firm in a breach of fiduciary duty case it brought against a sign company. The investment firm had a stake in the company before it dissolved and reformed without the firm's further involvement. The sign company did not owe a fiduciary duty to the investment firm. Affirmed.
Court: Texas Courts of Appeals, Judge: Smith, Filed On: January 26, 2024, Case #: 03-22-00014-CV, Categories: corporations, fiduciary Duty
J. Theofanis finds that the trial court improperly ruled in part in a breach of fiduciary duty suit brought by the founder of a software firm against a purchaser in the company’s interest. The firm’s founder alleges the purchaser entered into contracts without his consent and improperly transferred the firm's assets. There was sufficient evidence that the founder is entitled to damages. Reversed in part.
Court: Texas Courts of Appeals, Judge: Theofanis, Filed On: July 27, 2023, Case #: 03-22-00034-CV, Categories: corporations, Damages, fiduciary Duty
J. Seitz finds that shareholders did not act in concert to vote in a dissident slate of directors, and thus the bank board breached the duty of loyalty by instructing the inspector of elections to disregard more than 37,000 votes. Meanwhile, the court properly invalidated an adopted charter provision purporting to exculpate directors from claims alleging breach of the duty of loyalty. Affirmed.
Court: Delaware Supreme Court, Judge: Seitz, Filed On: July 19, 2023, Case #: 424, 2022, Categories: corporations, Elections, fiduciary Duty
J. Young finds that the court of appeals properly ruled against the owners of a tax consulting firm in a liability case it filed against the former stakeholder of the firm. An agreement between the parties stipulated that funds placed in escrow would be distributed to the stakeholder in the event he prevails in a separate case. After the funds were taken by the firm’s attorney, the firm’s owners sued the stakeholder, seeking to discharge themselves of further liability. While the funds were placed in escrow, the liability did not shift, thus the owners were still responsible for the funds and have not satisfied the agreement. Affirmed.
Court: Texas Supreme Court, Judge: Young, Filed On: June 30, 2023, Case #: 22-0050, Categories: corporations, fiduciary Duty, Contract