Raymond Brooks owned a 19 percent interest in H&B, a closely held corporation. Leroy Hill, Raymonds brother-in-law,
Question:
Raymond Brooks owned a 19 percent interest in H&B, a closely held corporation. Leroy Hill, Raymond’s brother-in-law, owned the remaining interest. In 1993, Leroy persuaded Raymond to sell his shares in the corporation for $1.2 million ($62,987 per share). One year later, Raymond died and his widow, Dorothy, was appointed executrix of his estate. She filed a lawsuit against Leroy (her brother), asserting that he had breached his fiduciary duties as an officer and majority shareholder of H&B by using the assets of the corporation to benefit his own personal interests.
This included having corporate employees perform personal services for himself and borrowing the corporate airplane for purposes unrelated to the business. Dorothy alleged that Leroy did these things as part of a scheme to devalue the corporation’s stock so he could purchase it from Raymond at a deflated price. She claimed that Leroy knew that the value of the stock was far in excess of $62,987 per share and that he misrepresented its actual value to Raymond when he made the offer to buy Raymond’s holdings. Specifically, Dorothy filed a complaint against Leroy for minority shareholder “oppression.” Is Leroy liable for minority shareholder oppression? Explain.
CorporationA Corporation is a legal form of business that is separate from its owner. In other words, a corporation is a business or organization formed by a group of people, and its right and liabilities separate from those of the individuals involved. It may...
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Law for Business
ISBN: 978-1259722325
13th edition
Authors: A. James Barnes, Terry M. Dworkin, Eric L. Richards