Dynan v. Fritz

This stockholders’ derivative action involves claims that the defendants, who own a majority of the outstanding stock of the defendant F.S. Payne Co. (company), unfairly manipulated stock ownership to gain control of the company and unlawfully approved the company’s purchase of the stock of the defendant Fritz on terms unfair to the company. Following many days of trial, the judge made findings and rulings and entered a judgment from which both sides have appealed. We granted the defendants’ applications for direct appellate review.

We first describe the principal actors in this proceeding.…