MAZ Partners LP v. Shear, No. 17-1821 (1st Cir. 2018)
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The First Circuit addressed questions that were “intricate, entangled, and in some instances novel” in this case implicating Massachusetts law.
The questions included (1) whether a non-majority shareholder who also serves as a director can be deemed a controlling shareholder; (2) what effect, if any, shareholder ratification may have with respect to a self-interested transaction; and (3) whether, in the absence of economic loss, equitable disgorgement can be ordered as a remedy for a breach of fiduciary duty.
The First Circuit affirmed both the district court’s multi-million-dollar disgorgement order in favor of the plaintiff class and the jury’s take-nothing verdict in favor of Defendant, holding that the district judge committed no reversible error in handling the issues presented in this case.
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