Adelman v. Conotti Corporation

This is an appeal from a final decree in a stockholders’ suit in which the trial court decreed cancellation of 80,000 shares of common stock of Libbie Rehabilitation Center, Inc. (Libbie). These shares were issued at the direction of the Board of Directors of the corporation as part of an arrangement to finance an addition to Libbie’s existing nursing home facility in Henrico County. The question for decision here is whether the trial court erred in its finding that a breach of fiduciary duty made the issuance of these shares void.

The appellants, who were the defendants in the trial court,…