In the Donahue case we recognized that one peculiar aspect of close corporations was the opportunity afforded to majority stockholders to oppress, disadvantage or "freeze out" minority stockholders. A guaranty of employment with the corporation may have been one of the "basic reason[s] why a minority owner has invested capital in the firm. " Wilkes sued for breach of. WILKES V. SPRINGSIDE NURSING HOME, INC.: A HISTORICAL PERSPECTIVE" by Mark J. Loewenstein, University of Colorado Law School. The defendants asserted a counterclaim for specific enforcement of the purchase option provision of the stock agreement. 1252, 1256 (1973); Comment, 1959 Duke L. 436, 448, 458; Note, 74 Harv. The court granted direct review of a judgment confirming a final report from a master of the Probate Court for the County of Berkshire (Massachusetts), which dismissed plaintiff's action on the merits.
Com., quoted in Harrison v. NetCentric Corp. (2001) 433 Mass. • As a sign of good faith, Blavatnik agreed to reduce the break-up fee from $400 million to $385 million. One such device which has proved to be particularly effective in accomplishing the purpose of the majority is to deprive minority stockholders of corporate offices and of employment with the corporation. The plaintiff has refused to tender the shares to the company. Existing shares would not be diluted, however, if NetCentric acquired outstanding shares and offered those to new employees. The Lyondell directors breached their ''fiduciary duties of care, loyalty and candor... and... put their personal interests ahead of the interests of the Lyondell shareholders. Lyondell determined that the price was inadequate and that it was not interested in selling. Parties: Identifies the cast of characters involved in the case. Each invested $1, 000 and got ten shares of $100 par value stock in Corporation. Thousands of Data Sources. Were these decisions part of an activist streak by the Massachusetts Supreme Judicial Court, or aberrational to its jurisprudence? See Harrison v. 465, 476 n. 12, 477–478, 744 N. Wilkes v. springside nursing home inc. 2d 622 (2001) (party to contract cannot be held liable for intentional interference with that contract). The Master's report was confirmed, a judgment was entered dismissing P's action on the merits, and Massachusetts Supreme Court granted appellate review.
In 1959, after a long illness, Pipkin sold his shares in the corporation to Connor, who was known to Wilkes, Riche and Quinn through past transactions with Springside in his capacity as president of the First Agricultural National Bank of Berkshire County. In Brodie, Mary Brodie inherited one-third of the shares of Malden corp. from her husband, Walter. In Donahue, [12] we held that "stockholders in the close corporation owe one another substantially the same fiduciary duty in the operation of the enterprise that partners owe to one another. Wilkes v. Springside Nursing Home, Inc.: A Historical Perspective" by Mark J. Loewenstein. " See Symposium The Close Corporation, 52 Nw. At some point, he became the chairman of the board as well. Permission to publish or reproduce is required.
The other shareholders didn't like him and didn't want him around. In considering the issue of damages the judge on remand shall take into account the extent to which any remaining corporate funds of Springside may be diverted to satisfy Wilkes's claim. In particular, this Article asserts that Wilkes's multistep, burden-shifting rule is a nuanced and effective method for accommodating both a victim's claim of majoritarian wrongdoing and the majority's claim of legitimate motive and even business necessity. 3] T. Edward Quinn died while this action was sub judice. Enduring Equity in the Close Corporation" by Lyman P.Q. Johnson. Part V uses two cases in which "oppressed" shareholders were also miscreants and shows how application of the Wilkes rule would have produced a more nuanced analysis and a better result. The majority, concededly, have certain *851 rights to what has been termed "selfish ownership" in the corporation which should be balanced against the concept of their fiduciary obligation to the minority. Robert Goldman and Robert Ryan were named as outside directors. Edwards v. Commonwealth, SJC-13073.. or hearing"). While Donahue treated close corporations like partnerships and thus treated shareholders with all the rigor demanded by Cardozo's punctilio, Wilkes held that standard too demanding. Applying this approach to the instant case it is apparent that the majority stockholders in Springside have not shown a legitimate business purpose for severing Wilkes from the payroll of the corporation or for refusing to reelect him as a salaried officer and director.
The distinction between the majority action in Donahue and the majority action in this case is more one of form than of substance. Wilkes argued that the other. John G. Fabiano (Douglas J. Nash with him) for the defendants. A summary of the pertinent facts as found by the master is set out in the following pages. 7] Wilkes testified before the master that, when the corporate officers were elected, all four men "were... guaranteed directorships. " We reverse so much of the judgment as dismisses P's complaint and order the entry of a judgment substantially granting the relief sought by P under the second alternative set forth above. Wilkes v springside nursing home cinema. 345, 395-396 (1957). Held: The First Amendment does not allow Congress to make categorical distinctions based on the corporate identify of the speaker and the content of the political speech. Iii) In response to the Schedule 13D, the Lyondell board immediately convened a special meeting.
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