Elsewhere on this website and blog post, we have argued that majority shareholders and corporations owe fiduciary duties to minority shareholders in the context of a...
When may a defendant be held jointly and severally liable for the tortious conduct of another? Civil Conspiracy, Aiding and Abetting, Knowing Participation The classic statement...
When does the business judgment rule not apply to a claim of mismanagement? Obviously, the business judgment rule does not apply to a claim not brought...
How is the business judgment rule applied procedurally? What impact does it have on pleading, motions practice, and jury charge? Pleading While the business judgment rule...
“The business judgment rule in Texas generally protects corporate officers and directors, who owe fiduciary duties to the corporation, from liability for acts that are within...
After Ritchie v. Rupe, it is clear in Texas that there is no fiduciary duty generally that majority stockholders owe to minority stockholders. This means that...
What if the majority shareholder sells out to a crook who subsequently loots the company? The minority shareholders may have a breach of fiduciary duty claim....
“Corporation officers and directors are fiduciaries.” “Directors, or those acting as directors, owe a fiduciary duty to the corporation in their directorial actions.” Traditional Formulation of...
Waiving Fiduciary Duties Settlements of shareholder disputes may later be attacked and set aside if the settlement violated fiduciary duties owed by the defendant to the...
Are Officers of a Corporate General Partner Liable for Breach of Fiduciary Duties in a Texas Limited Partnership? A very common business organization structure in Texas...
