What is the fiduciary relationship between a corporate director and shareholder?

"New York", United States of America

The following excerpt is from Lichtyger v. Franchard Corp., 18 N.Y.2d 528, 223 N.E.2d 869, 277 N.Y.S.2d 377 (N.Y. 1966):

There is no basis or warrant for distinguishing the fiduciary relationship of corporate director and shareholder from that of general partner and limited partner. The principle is the same--those in control of a business must deal fairly with [223 N.E.2d 874] the interests of the other investors and this is so regardless of whether the business is in corporate or partnership form. (See, e.g., Leibert v. Clapp, 13 N.Y.2d 313, 247 N.Y.S.2d 102, 196 N.E.2d

Page 384

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