Notz v. Everett Smith Group, Ltd.

¶ 1. This review of a published court of appeals decision1 involves three questions that arise in the context of a minority shareholder's lawsuit against the majority shareholder: (1) whether the allegations in the complaint state a direct claim by the minority shareholder for breach of fiduciary duty; (2) whether an allegation that the majority shareholder benefited from due diligence —paid for by the corporation for the shareholder's own purposes without reimbursement to the corporation— supports a direct claim by the minority shareholder for breach of fiduciary duty; and (3) whether a…