Stepak v. Schey

The issue presented by this appeal is whether a complaint alleging breach of fiduciary duty and challenging the price per share paid in *10a cash-out merger must be brought under R.C. 1701.85, the appraisal statute.

Plaintiff-appellee contends that “a claim that the directors of a corporation breached their fiduciary duty to obtain the best price obtainable for all of the shareholders when the company was being marketed for sale is not preempted by the appraisal statute, R.C. 1701.85.”

For the reasons that follow, we hold that an action for breach of fiduciary duty may be maintained…