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Controlling Shareholders owe Fiduciary Duties to Minority Members

The controlling shareholders of a corporation owe fiduciary duties to the minority shareholders by virtue of their ability to control the affairs of the company. Even when a merger complies with statutory requirements, where it benefits the controlling shareholders and does not have an apparent business purpose, it must also…

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Fair Value of a Corporation: Art not Science

In valuing the shares of a minority shareholder, a trial court must consider any valuation technique that is generally acceptable in the financial communities.  Determining fair value is an art, not a science. Directors that hold a majority interest in a closely held business have a duty to deal fairly…

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