$________ Minority shareholder action – Wrongful takeover of corporate control - Improper rescission of stock sale – Breach of fiduciary duty – Liquidation of corporation.

Miami-Dade County, FL

This complex stockholder litigation has been ongoing for approximately seven years. The plaintiffs, a wine importing company, and its president, brought suit against two other shareholders. The plaintiffs alleged that the defendants improperly attempted to rescind a sale of stock, ousted the plaintiff from the corporation, wrongfully took over corporate control, and liquidated corporation assets.

The individual plaintiff owned 45% of the outstanding stock in the corporation and was its president. One of the defendant shareholders owned 45%, and the third owned 10%. The shareholder with the 10% ownership interest sold her stock; leaving the plaintiff, and remaining shareholder, 50/50 owners of the corporation.

However, the plaintiff alleged that the selling shareholder improperly attempted to rescind her sale, and the defendants (as purported majority stockholders) held a series of meetings to oust the plaintiff as president and take control of the corporation. The court determined, via summary judgment, that the stock sale at issue was valid, and therefore, subsequent shareholder and directors meetings purporting to oust the president were invalid.

Evidence showed that prior to the corporate takeover, the plaintiff had entered a contract to share overhead expenses with another import company. The plaintiff’s expert testified that, but for the defendants’ actions, the corporation would have made a significant profit. The plaintiff sought approximately $________ in damages.

The plaintiff also alleged, in a separate action, that the defendants failed to pay a $________ Bank of America loan, resulting in a judgment against the company, including the individual plaintiff who had guaranteed the loan. Shortly before trial, the plaintiff contends that the defendants acquired the Bank of America judgment, and used it in an attempt to execute on the corporate plaintiff’s treasury stock, and once again, take control of the corporation. The individual plaintiff asserts that he was forced to file for bankruptcy to avoid the garnishment.The jury found wrongful taking of corporate authority and breach of fiduciary duty against the defendants. Total damages of $________ were awarded, including $________ to the plaintiff corporation, and $________ ($________ in lost wages and commissions, and $________ in personal liability for corporate debt) to the individual plaintiff. Post-trial motions are currently pending. The plaintiff sought a stay of the defendants’ attempt to use the Bank of America Judgment to execute on the plaintiff’s stock, but the stay was denied. The denial of the stay will be appealed, according to plaintiffs’ counsel.