Question
Compare the opinion above to an earlier opinion involving the same bonds: Whatever may be the fiduciary duty of majority stockholders and corporate directors under
Compare the opinion above to an earlier opinion involving the same bonds: Whatever may be the fiduciary duty of majority stockholders and corporate directors under Maryland law to general unsecured creditors, we are here dealing with securities having an equity option feature. Maryland follows the settled rule that a control stockholder owes a fiduciary obligation not to exercise that control to the disadvantage of minority equity participants. . . . Similarly, Maryland directors must act as fiduciaries to all equity participants. Although no Maryland case has been called to our attention presenting the precise issue of fiduciary obligations to holders of securities containing stock options, we would be very much surprised if Maryland or any other state would today hold that no such obligations were owed by an issuer of such securities and its directors. Pittsburgh Terminal Corp. v. Baltimore & Ohio R. Co., 680 F.2d 933, 941 (3d Cir. 1982). Notably, only Judge Gibbons joined in this part of the opinion. Which is the better rule? The opinion excerpted above, rather than Judge Gibbons's, probably reflects the majority approach. E.g., Pittelman v. Pearce, 6 Cal. App. 4th 1436, 1444, 8 Cal. Rptr. 2d 359, 364 (1992) (decided under California law, but holding that there was no difference with Delaware law).
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