Bailey v. Vaughan

MILLER, Justice:

This appeal requires us to consider whether the director of a corporation has a fiduciary duty to disclose material information affecting the value of the stock when purchasing stock from a minority stockholder. The circuit court granted summary judgment in favor of the corporate director on the ground that no legal duty exists requiring the disclosure of information to a shareholder. 1 Because , we believe that in special circumstances the common law of this State should recognize a fiduciary duty to disclose material information, we reverse the judgment of the circuit court…