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Business Cases in the News: Shareholder Oppression

Business Cases in the News:

 Shareholder Oppression


     In an unpublished opinion last year in Berger v. Katz, Case No.: 291663, the Michigan Court of Appeals sent a strong message to the business community that it would liberally enforce the provisions of MCL 450.1489. That statute gives a remedy to minority shareholders who have suffered  shareholder oppression at the hands of the majority shareholders.


     In Berger, the Court of Appeals found evidence that Defendants stopped making payments to Plaintiff, no longer sought his input on corporation matters and substantially increased their salaries at his expense was sufficient to support a claim, for among other things, breach of fiduciary duty. In that regard the Court held:


     “Majority Shareholders in a corporation owe “the utmost good faith in its control and management as to the minority and it is the essence of this trust that it must be so managed so as to produce to each shareholder, the best possible return upon his investment.” Salvador v. Connor, 87 Mich App 664, 675; 276 NW2d 458 (1978), quoting 6 Callaghan’s Michigan Civil Jurisprudence (2d ed), §166, p 365. Where the evidence shows that majority shareholders improperly diverted corporate funds, a breach of fiduciary duty of the majority shareholders can be found. Salvador, 87 Mich App at 675-677.”


     If you or a loved one are involved in a corporation or limited liability company (LLC) and need assistance, just call Guy Vining. Guy Vining of the Vining Law Group, PLC, has assisted many minority shareholders in cases involving oppressive conduct of the majority shareholders. Your initial meeting will be without any charges and strictly confidential. Many of these cases can be prosecuted on a contingency fee basis so that you will not pay an attorney fee unless there is a favorable financial outcome.


Guy Vining has practiced law throughout the state of Michigan. His office is located in the downriver city of Taylor where he primarily serves the Metro-Detroit area. He has represented employers and employees in employment litigation in the trial court and the appellate courts in the following areas: whistleblower, breach of contract, public policy, discrimination, wage and hour violation, covenants not to compete, Americans with disabilities action and retaliation