Hayes v. Olmsted & Associates, Inc.

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that the defendants acted oppressively by creating a decision-making “executive committee” that did not include all of the shareholders, in violation of the corporation’s bylaws
• “A breach of fiduciary duty by those who control a closely held corporation normally constitutes oppression.”
• “As is the case among partners, those in control of the affairs of a closely held corporation have fiduciary duties of good faith, fair dealing, and full disclosure toward minority shareholders.”
• “The ‘squeeze-out’ tactics of majority shareholders often deprive minority shareholders of management participation, employment income or other advantages that they reasonably have come to expect, and which are the essential benefits of their investment.”
• “The ‘squeeze-out’ tactics of majority shareholders often deprive minority shareholders of management participation, employment income or other advantages that they reasonably have come to expect, and which are the essential benefits of their investment.”
• “the existence of one or more badges of oppression in isolation does not necessarily justify relief. Instead, we examine the pattern of conduct of those in control and the effect of that conduct on the minority to determine whether, in sum, they show oppression”

Source: CourtListener parenthetical corpus (CC0).