50% Shareholder Didn't Owe Fiduciary Duty To His 50% Co-Shareholder

50% Shareholder Didn't Owe Fiduciary Duty To His 50% Co-Shareholder

 This week's decision from the Business Court in Maurer v. Maurer, 2013 NCBC 44 [an enhanced version of this opinion is available to lexis.com subscribers] is a continuation of the litigation between Jill Maurer and the company owned by her and her husband, which was the subject of three Business Court opinions in 2005 and 2006, in 2005 NCBC 1 [enhanced version], 2005 NCBC 4 [enhanced version], and 2006 NCBC 1 [enhanced version].  And that case even went to trial, yielding a $1.6 million verdict for Mrs. Maurer against Slickedit's then CEO.  A portion of that verdict was set aside by Judge Tennille in  2006 NCBC 1.

After all that previous litigation, what could be left to fight about?  Well, the Maurers had gotten divorced during the earlier litigation, and each departed the marriage with a 50% ownership interest in Slickedit.  Business lawyers know that a 50/50 split is a recipe for disagreement and disaster, and the situation in which the ex-spouses found themselves was no exception. 

Mrs. Maurer sued her ex-husband in March 2013, who had by then become the company's CEO and only director.  She alleged that he had excluded her from any knowledge of or participation in corporate affairs, notwithstanding her 50% ownership.  There was a "consistent deadlock" between the Maurers, and Mrs. Maurer said that her ex-husband's conduct was in violation of his fiduciary duty owed to her individually and that she therefore had a direct claim against him.

Read this article in its entirety on North Carolina Business Litigation Report, a blog for lawyers focusing on issues of North Carolina business law and the day-to-day practice of business litigation in North Carolina courts.

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