Judge Ricciuti, sitting in the Massachusetts Business Litigation Session, rejected a shareholder’s claim that she could shed herself of the fiduciary duty she owed to a close corporation by renouncing her shares in the corporation.
In Empire Dealer Services, Inc., et al. v. Guerin, et al., Empire Dealer Services, a close corporation, and John Kane, Empire’s sole director, president, treasurer, and secretary, sued Guerin, a former vice president and a minority shareholder of Empire, and Drive Dealer Performance, Guerin’s new company. The plaintiffs sought an injunction to stop Guerin from pursuing the new venture, claiming that Guerin was violating her fiduciary duties owed to Empire and Kane.
To help slow the spread of the COVID-19 pandemic, Governor Baker has ordered businesses to suspend physical operations unless he deems them “essential.” Under his emergency orders, Governor Baker considers medical-marijuana treatment centers (MTCs) and liquor stores to be essential, but he considers adult-use marijuana establishments to be non-essential.
As we previously noted, Judge Kaplan invalidated a directive issued by the Massachusetts Department of Revenue (DOR). Directive 17-1 would have required internet vendors outside of Massachusetts to collect and remit sales taxes to the DOR where certain thresholds of product sales into Massachusetts were met. Judge Kaplan ruled that because the directive substantially altered the rights and interests of internet vendors, the directive amounted to an improperly imposed regulation. That was chapter one.
In the American Catalog litigation, Judge Kaplan invalidated a directive issued by the Massachusetts Department of Revenue (DOR).
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- Senior Editor, Co-Chair, Business Litigation Practice Group