California Court of Appeal

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Morrical v. Rogers, A137011

The trial court's order setting aside the election of new directors and invalidating several of the underlying corporate transactions, in a suit brought by plaintiff sister challenging actions taken by her brothers with respect to a group of family corporations in which all three are co-equal shareholders, is reversed and remanded, where: 1) Corporations Code section 709 permits a corporate electoral challenge on the grounds of an alleged breach of fiduciary duty, which governs corporate transactions with companies in which one or more corporate directors have a material financial interest; but 2) the trial court erred in failing to require that the brothers be joined in this action as indispensable parties.

Appellate Information

  • Decided 10/10/2013
  • Published 10/10/2013




  • California Court of Appeal