Bedore v. Familian

OPINION

By the Court,

Gibbons, J.:

In this appeal and cross-appeal, we consider whether the district court has authority to order a corporate buy-out as the result of a breach of fiduciary duty and the appropriate grounds for a corporation’s indemnification of its directors. We conclude that while the district court has authority to direct corporate buy-outs, it abused its discretion in doing so based on the facts of this case. Before ordering a corporate buy-out as an equitable remedy, the district court must find that the directors’ misconduct warranted the corporation’s dissolution. In this…