Tag Archives: fiduciary duties

A STOCKHOLDER OWES NO FIDUCIARY DUTIES WHEN IT IS NOT IN CONTROL [GROUP]

by Oderah C. Nwaeze

The Court of Chancery’s April 29, 2020 decision in Gilbert v. Perlman et al. supports the conclusion that a company’s minority stockholder cannot be considered part of a “control group” (and therefore will not owe fiduciary duties to the company and other minority stockholder) unless the controlling stockholder cedes some material aspect of its control to the minority stockholder as part of an agreement to act in concert to achieve a corporate action.

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