Minnesota  |  Business Law

Legal Question

Asked on: 2/19/09, 7:11 am

Duty Of Officer & Shareholder

The president and shareholder of a closely held Minnesota Corporation was asked by their top customer to come work for them full-time. They indicated that they would not use the corporation for service anymore anyway. The president then voluntarily resigned, put his wife on as president, voluntarily quit and went to work for that customer. Did that shareholder violate his fiduciary duty even though that customer indicated they wanted him to work for them and said they would no longer use the corporationís services regardless of whether he worked for them or not? There was no vote from the shareholders or the board of directors approving this shareholder going to work for the corporationís top customer. This is a small corporation which consists of three shareholders. One shareholder (20% of the shares) had left the corporation under duress after having been accused of stealing part of the business from the corporation. The other two shareholders, who have equal shares, did not get along, and that is likely why the shareholder above did what he did.

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