Skip to main content
Weiner Law Group LLP. Logo
  • Departments
    • Business Divorce
    • Cannabis
    • Corporate & Business Law
    • Criminal Defense
    • Education Law
    • Family Law
      • High-Net-Worth Divorce
    • Government & Public Entity Law
    • Intellectual Property
    • Labor and Employment
    • Land Use & Environmental Law
    • Litigation
    • Estate Planning
    • Real Estate
    • Workers Compensation
  • Attorneys
  • Resources
    • New Jersey Law Blog
    • Case Results
    • Firm News
    • Live Events
  • Service Areas
    • Parsippany
      • Divorce
    • Jersey City
      • Divorce
      • High-Net-Worth Divorce
      • Prenuptial Agreements
    • Old Bridge
      • Divorce
    • Woodbridge Township
    • Bridgewater
      • Divorce
    • Clifton
      • Divorce
    • Elizabeth
      • Divorce
      • Prenuptial Agreements
    • Bergen County
      • Divorce
      • High-Net-Worth Divorce
      • Prenuptial Agreements
    • Hudson County
      • Divorce
    • Union County
    • Union City
    • North Bergen
    • Red Bank
      • Divorce
    • Hoboken
      • Prenuptial Agreements
      • High-Net-Worth Divorce
    • Livingston
      • High-Net-Worth Divorce
    • Atlantic City
    • Millburn
      • Prenuptial Agreements
    • Short Hills
  • Contact
  • Pay Online

Controlling Shareholders owe Fiduciary Duties to Minority Members

Home > Controlling Shareholders owe Fiduciary Duties to Minority Members
Schedule a Consultation
Wednesday, Nov 4, 2020 | By Jay McDaniel | Read Time: 2 minutes | Fiduciary Duties
  • The controlling shareholders of a corporation owe fiduciary duties to the minority shareholders by virtue of their ability to control the affairs of the company.

  • Even when a merger complies with statutory requirements, where it benefits the controlling shareholders and does not have an apparent business purpose, it must also satisfy equitable principles of fairness.

  • The fiduciary duties owed by controlling shareholders is a basis to grant injunctive relief, even it is appears that money damages might make the minority shareholders whole for any misconduct.

Corporations Attorney

Berkowitz v. Power/Mate Corp., 135 N.J. Super. 36 (Chancery Division 1975)

Statute: NJSA 14:14-1(1)(a)

Synopsis: In class action seeking injunctive relief blocking merger of defendant Power/Mate with corporation controlled by the majority shareholders, on application for a preliminary injunction, the court enjoined a going-private merger by the defendant controlling shareholders to compel the sale by the minority shareholders to a corporation they controlled. Held that despite compliance with statutory requirements, the merger would be preliminarily enjoined.  See opinion Berkowitz v. Power/Mate Corporation.

Facts: Plaintiffs, the public minority stockholders of a corporation controlled by the defendant majority shareholders sued to to prevent the majority shareholders from acquiring all of the minority interests for cash, in technical compliance with the NJ Business Corporations Act. The acquiring corporation, which offering more than the current bid on the thinly traded public shares, disclosed in proxy materials that the price was advantageous to the acquirers. Plaintiffs alleged that the acquisition was a freeze-out of their interests. Defendants alleged that the cash price was fair and that injunctive relief was not warranted as money damages provided a remedy.

Held:  Corporate officers and directors who engage in self-dealing transactions have a heavy burden of showing that they have not violated their fiduciary obligations to the minority stockholders.

Held:  Those who control the affairs and conduct of a corporation have a fiduciary duty to all the stockholders and the powers they have by virtue of their majority status are powers held by them in trust.

Held: Merger, even though complying with procedural and statutory requirements must also satisfy basic equitable principles.

Held: The majority cannot use their powers for their own personal advantage and to the detriment of the minority stockholders. And as fiduciaries they cannot do indirectly through a corporation that which they cannot do directly.

State of Organization: New Jersey

"*" indicates required fields

Address
HOW WOULD YOU LIKE TO BE CONTACTED? Check all that apply.
Check all that apply.
The use of the Internet or this form for communication with the firm or any individual member of the firm does not establish an attorney-client relationship. Confidential or time-sensitive information should not be sent through this form.
Disclaimer
This field is for validation purposes and should be left unchanged.

"*" indicates required fields

For Legal Service That's Above and Beyond, Contact Weiner Law Group LLP Today All Consultations Are Confidential * Required Fields
HOW WOULD YOU LIKE TO BE CONTACTED? Check all that apply.
Check all that apply.
Completing this form does not create an attorney/client relationship between you and the attorneys of Weiner Law Group (the Firm). No attorney/client relationship occurs unless and until you sign an agreement confirming the nature and scope of representation. The Firm will maintain the information provided in this form with due care, however, do not assume confidentiality exists, until an attorney/client relationship is formed through completion of a retainer agreement. This form and any verbal consultation are for informational purposes only and do not contain legal advice. Please do not act or refrain from acting based on anything you read on this form or discuss with our attorneys prior to establishing a formal attorney/client relationship.
This field is hidden when viewing the form
This field is for validation purposes and should be left unchanged.

Weiner Law Group LLP. Logo
  • Parsippany

    629 Parsippany Road
    Parsippany, NJ 07054

    (973) 403-1100

    (973) 403-0010

  • Red Bank

    331 Newman Springs Rd Bldg. 1, Suite 136
    Red Bank, NJ 07701

    (732) 978-1210

    (732) 978-1201

  • Bridgewater

    1200 Rte. 22 East Suite 10
    Bridgewater, NJ 08807

    (732) 399-9710

    (732) 399-9701

  • New York

    90 Broad Street Suite 1802
    New York, NY 10004-2627

    (646) 273-0275

    (732) 399-9701

  • Hoboken

    79 Hudson Street Suite 502
    Hoboken, NJ 07030

    (551) 430-7070

    (551) 430-7080

  • Bayonne

    33 W 8th Street, Second Floor
    Bayonne, New Jersey 07002

    (201) 436-1198

    (201) 436-0314

  • © 2025 Weiner Law Group LLP..
  •  | All Rights Reserved.
  •  | Sitemap
  •  | Disclaimer
Site By:

"*" indicates required fields

Contact Us for a Consultation Schedule your free consultation.
This field is for validation purposes and should be left unchanged.