Zalvin v. Ayers

Citations

• 157 N.E.3d 256
• 2020 Ohio 4021

Syllabus

CORPORATION – C IV.R. 12(B)(1) – CIV.R. 12(B)(6) – BREACH OF FIDUCIARY DUTY – FAILURE TO DISCLOSE – CIV.R. 41(B) PREJUDICE: The trial court did not err in granting defendants' motion to dismiss plaintiff's complaint where plaintiff did not adequately plead claims for relief against defendant directors of a corporation for breach of fiduciary duty (for actions taken to effectuate the merger of the corporation) or failure to disclose (for allegedly misrepresenting and omitting material facts within a proxy statement issued to shareholders prior to a vote on the merger). The trial court did not err in dismissing plaintiff's complaint with prejudice where after considering the merits of plaintiff's complaint the court determined that plaintiff did not state a claim upon which relief could be granted.