In Missouri, a common mis-perception is that only corporate officers and directors owe a fiduciary duty to the company and the company’s shareholders. There are, though, limitations on the rights of majority or dominant shareholders to act in their own self-interest. Specifically, shareholders in control — through majority ownership or otherwise — are under a…
Legal Articles
Corporate Derivative Lawsuits, Settlement
A derivative action refers to a type of business/corporate lawsuit. They are equitable actions which “place in the hands of the individual shareholder a means to protect the interests of the corporation from the malfeasance of faithless directors and managers.” Kamen v. Kemper Fin. Servs., Inc., 500 U.S. 90, 95 (1991). In essence, it is a…
Corporate Litigation: Involuntary Dissolution and Liquidation
Generally, corporate “dissolution” refers to the termination of the corporation. It can happen voluntarily or involuntarily. In Missouri, certain corporations may be involuntary dissolved based upon a lawsuit by a shareholder. Dissolution of a corporation is an equitable action granted by Missouri statutes. Struckhoff v. Echo Ridge Farm, Inc., 833 S.W.2d 463, 466 (Mo. Ct. App. 1992)….
Ordinary Shareholder Relief: Removal of Corporate Directors & Officers
Although priority will generally be given to a corporation’s bylaws and shareholder vote, Missouri law has several safeguards that protect minority shareholders in closely held corporations. To give examples, if a shareholder can prove that the (1) directors or those in control of the corporation have acted, are acting, or will act illegally, oppressively, fraudulently…