Levin Law recently obtained an $11,000,000 recovery for a minority Michigan shareholder in a settlement with the company and the oppressive, majority shareholder.
Under Michigan law, shareholders have distinct rights codified under MCL 450.1589, referred to as the shareholder oppression statute. If you believe that your interests as a minority shareholder have been interfered with by the directors or those in control of the corporation, you may be able to seek an equitable remedy or monetary damages through the Michigan court system.
Attorney Brian Levin represents minority shareholders and those with a non-controlling interest in a corporation, partnership, or limited liability company in shareholder oppression claims. Attorney Levin has successfully recovered millions on behalf of minority shareholders.
$35 million recovery for a family office from a brokerage firm that was alleged to have churned the client’s accounts and engaged in other wrongdoing.
$17 million in assets recovered for investor in connection with unsuitably risky derivative investment.
$13.579 million recovery from a brokerage firm that sold fraudulent securities issued by a Ponzi scheme after failing to conduct adequate due diligence of the Ponzi scheme.
Despite not having a controlling interest in the corporation, minority shareholders in Michigan corporations have a number of rights that should be exercised and must not be infringed upon by majority shareholders. It is imperative that as a minority shareholder, you review your shareholder agreement and the company’s formation documents.
Under Michigan’s Business Corporation Act, shareholders have certain statutory rights including but not limited to:
These rights, however, can sometimes be modified through shareholder agreements. To protect shareholders in corporations not listed on a national securities exchange or regularly traded in a market, i.e., closely held corporations, the Michigan legislature enacted MCL 450.1589.
This statute allows shareholders to bring an action against directors or those in control of the corporation who have engaged in conduct that is “illegal, fraudulent, or willfully unfair and oppressive to the corporation or the shareholder.
Shareholder oppression can be any act that substantially interferes with the interest of the shareholder as a shareholder. Under the shareholder oppression statute, a shareholder cannot recover for harm suffered in their capacity as an employee or as a board member.
They must show that the acts of majority shareholders or those in control of the corporation interfered with their interest as a shareholder.
Examples of minority shareholder oppression include:
A party with a controlling interest in a corporation owes a fiduciary duty to all shareholders. Breach of that fiduciary duty can result in liability. Furthermore, any conduct done by a majority shareholder, director, or party in control of the corporation that is “illegal, fraudulent, or willfully unfair and oppressive” to a shareholder is unlawful.
Under MCL 450.1489 (3), willfully unfair and oppressive conduct is defined as “a continuing course of conduct or a significant action or series of actions that substantially interferes with the interests of the shareholder as a shareholder.”
In a recent decision, the Michigan appellate court found that a plaintiff must show that the defendant acted with the intent to interfere with a shareholder’s interest when engaging in willfully unfair and oppressive conduct. The court also found that the business judgment rule does not prohibit a court from evaluating whether business decisions were made in bad faith or in an attempt to suppress the rights of a shareholder.
For more information, visit our article on the recent Michigan Appellate Court Decision regarding shareholder oppression and the business judgment ruleMichigan Court of Appeals Decision Franks v. Franks.
Michigan circuit courts are given broad discretion in determining an equitable remedy in a shareholder oppression claim.
MCL 450.1589 enumerates several potential grants for relief, including but not limited to an order:
When determining the fair value purchase of the shares of a shareholder, a court may consider several factors, including the investment value of the stock and the corporation’s earning capacity.
Because of the nature of closely held corporations, the court in Franks v. Franks found that a determination based purely on fair market value (the amount of money that a ready and willing buyer would pay for the asset on open-market) or discounting for marketability would be inappropriate.
If the directors of a corporation, a majority shareholder, or a party with a controlling interest in the corporation, substantially interfere with your rights as a shareholder, you might be entitled to equitable or monetary relief. As discussed in the shareholder oppression statute, a “circuit court may make an order or grant relief as it considers appropriate” without limitation.
The court may order the corporation to take certain actions or prevent them from doing so through an injunction. Furthermore, the court may issue the corporation to purchase shares at a fair value price from aggrieved shareholders or award monetary damages.
If you believe that your shareholder rights have been violated, you need to contact an experienced shareholder oppression attorney immediately. There may be statutory limitations regarding your right to bring a claim for damages or equitable relief.
Levin Law, P.A. is dedicated to helping victims of minority shareholder oppression in Michigan and across the country. If your shareholder rights have been infringed by a majority shareholder or party in control of the corporation, you may be entitled to a legal remedy. Contact Levin Law at (305) 402-9050 or via email at email@example.com for a free consultation.
Levin Law is a premier national securities, commodities, and class action law firm. Brian Levin, Levin Law’s managing attorney, has obtained settlements and recoveries in excess of $100,000,000 in assets through arbitration and litigation for individual and institutional investors throughout the country and the rest of the world. Levin Law represents retirees, individual investors, high-net-worth investors, ultra-high-net-worth investors, institutions, family offices, trusts, publicly held companies, and others.