Horizon House-Microwave, Inc. v. BAZZY BAZZY

What we have here is not so much a corporate “freeze out” case as a “squeeze down” case. Emil Bazzy complains that the end product of a triangular corporate merger was a dilution of his common stock holdings in Horizon House-Microwave, Inc. (Microwave), a close corporation in which his brother, William, was the controlling officer and stockholder. The claim in substance, is that William used his dominant position in a fashion which violated the fiduciary duty of a majority stockholder to Emil, a minority stockholder in a close corporation. See Donahue v. Rodd Electrotype Co., 361 Mass. 578,…