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Case Citations [i] (July 2016 through April 2017)

handle is hein.ali/alicgv0088 and id is 1 raw text is: PRINCIPLES OF THE LAW OF CORPORATE GOVERNANCE PART VII. REMEDIES CHAPTER 1. THE DERIVATIVE ACTION § 7.01 Direct and Derivative Actions Distinguished D.Ariz.2015. Subsec. (d) cit. in ftn. Co-founder of a parent corporation and its wholly owned subsidiary filed a claim for breach of fiduciary duty against other co-founder, alleging that defendant contributed to or failed to prevent a pattern of overbilling at the subsidiary, interfered with attempts to investigate the overbilling, and antagonized plaintiff in an attempt to force him out of the subsidiary. This court denied defendant's motion for summary judgment, holding that defendant owed plaintiff fiduciary duties in matters related to the subsidiary. The court rejected defendant's argument that plaintiff was not entitled to bring a direct action against defendant, citing § 7.01 of the Principles of Corporate Governance in support of its conclusion that, where, as here, a corporation was closely held by a plaintiff and a defendant who operated more as partners than in strict compliance with the corporate form, the plaintiff had standing to initiate a direct action seeking individual recovery from the defendant. Wichansky v. Zowine, 150 F.Supp.3d 1055, 1067. Ind.App.2016. Subsec. (d) quot. in case quot. in sup. Minority shareholder who owned 40% of the shares in a corporation sued majority shareholder who owned the remaining 60%, alleging that defendant breached his fiduciary duty to plaintiff by failing to present a residential-real-estate opportunity to him and the corporation before choosing to pursue the opportunity with others. The trial court granted summary judgment for defendant, finding that plaintiff's claims were derivative in nature and could not be brought as a direct action. While affirming on statute-of-limitations grounds, this court cited § 7.01 of the Principles of Corporate Governance in noting that the rules governing derivative actions might not apply in the case of closely held corporations such as the one at issue. DiMaggio v. Rosario, 52 N.E.3d 896, 907. Miss.2015. Subsecs. (a), (b), and (c) cit. and quot. in case cit. and quot. in sup.; subsec. (d) cit. in sup.; com. (c) cit. and quot. in sup. Shareholder in close corporation brought claims against other sibling shareholder to, inter alia, compel inspection and accounting of corporate records. After a bench trial, the trial court entered judgment in favor of plaintiff. This court affirmed, holding, among other things, that plaintiff had standing to bring her claims. The court acknowledged that, under Mississippi law, a derivative action generally could not be filed until a written demand had first been made upon the corporation; however, citing Principles of the Law of Corporate Governance § 7.01, the court noted that, in the case of a closely held corporation such as this, the court had the discretion to treat the action as a direct action exempt from the requirements for derivative claims. Scafidi v. Hille, 180 So.3d 634, 646, 647. A L I For earlier citations, see the Appendices, Supplements, or Pocket Parts, if any, that correspond to the subject matter under examination.

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