MAZ Partners LP v. Shear, No. 17-1821 (1st Cir. 2018)Annotate this Case
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.