Brief Fact Summary. Plaintiffs, Jane Perlman et al., were minority shareholders in Defendant Newport Steel Corp. Plaintiffs brought this action to recover their share of the premium paid to Defendants, C. Russell Feldmann et al., by Wilport Company.
Synopsis of Rule of Law. A majority shareholder, particularly when they also are the president and chairman of the board, who sells his shares to a third party who then obtains a controlling interest, owes the minority shareholder their share of the premium paid by the third party for the controlling interest.
Issue. The issue is whether Plaintiffs are entitled to a share of the premium paid by Wilport attributed to the sale of corporate power.
Held. Plaintiffs are entitled to a share of the premium paid to Defendant shareholders. Feldmann was the president and dominant shareholder, and in both positions he owes a fiduciary duty to minority shareholders not to let a personal interest override the interests of all the shareholders. The burden is on the shareholder to prove that this is not the case. The court is not holding that the dominant shareholder is not able to sell his shares, but in this case Feldmann did not meet his duty in the sale of his shares. The court noted that there only had to be a possibility that Defendants misappropriated a corporate opportunity and not an absolute certainty. The facts demonstrate that there was a shortage of steel and Defendants took advantage of this to obtain a market premium for their shares.
Corporate directors owe a fiduciary duty to the corporation in their directorial actions, and this duty includes the dedication of their uncorrupted business judgment for the sole benefit of the corporation.View Full Point of Law