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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...

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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...

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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...

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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...

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“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...

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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...

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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....

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“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...

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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...

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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...

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