Msc 345758 Leslie J Murphy v. Samuel M Inman Iii Supremecourtopinion 4/5/2022

Summary

The Michigan Supreme Court held that corporate directors owe common-law fiduciary duties directly to shareholders and that the Business Corporation Act did not abrogate those duties. In a cash-out merger, directors must disclose material information and seek the highest reasonably available share price, and a shareholder challenging the merger's fairness may proceed directly rather than derivatively. The Court reversed and remanded because the alleged harm and any resulting remedy belonged to the shareholders, not the corporation.