Flexible Products Co. v. Ervast

Miller, Judge.

This case arose after Roger Ervast resigned from the Flexible Products Company (“Flexible” or the “Company”) and elected to sell back to the Company the shares of Company stock he had acquired through the Company’s Employee Stock Ownership Plan (“ESOP”) and Long-Term Incentive Plan (the “Incentive Plan”). At that time, Flexible was engaged in merger negotiations with Dow Chemical Company (“Dow”). Ervast brought suit against Flexible and two of its officers, Randy Peterson and Doug Cruickshank, for breach of fiduciary duty, negligence, and OCGA § 13-6-11 attorney fees. Ervast…