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.
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
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.
Dissent. The dissent does not argue that Feldmann owed Plaintiffs a fiduciary duty, but he argues that Feldmann did not violate any duty here. As a majority shareholder, Feldmann is entitled to sell his shares for the best price he can receive. There was no evidence that Wilport was going to abuse their control or not act in the best interests of the other shareholders.
Discussion. The dissent takes the position provided in Zetlin v. Hanson Holdings, Inc. which allows for a majority shareholder to get the best price for their shares without having to account for any premium to the minority shareholders.