Nicholson v. Evans

OAKS, Justice:

This is an action by a parent corporation and its directors against their former directors and attorney and a subsidiary corporation for damages for breach of fiduciary duty or to establish the parent corporation’s continued ownership of the stock of the subsidiary, for an accounting, and for other relief. The issue on these consolidated appeals is whether the directors of a parent corporation can acquire control of its subsidiary from a pledgee of the subsidiary’s stock without offering the acquisition opportunity to the parent corporation through a disinterested majority of…