Warehime v. Warehime

Under Pennsylvania law, the fiduciary standard applicable in the present case is that of good faith. Therefore, I cannot join the majority in holding John Warehime to a duty of undivided loyalty.

The “legality of an agreement concerning the voting rights of corporate stock is to be adjudged by the law of the State of incorporation.” Deibler v. Chas. H. Elliott Co., 368 Pa. 267, 275, 81 A.2d 557, 561 (1951) (citations omitted). Our Business Corporation Law permits shareholders to enter into voting trust agreements and assures that the Commonwealth of Pennsylvania will respect the terms and…