Navigating Corporate Governance Disputes After Plank and Eastland Food Corp.

Navigating Corporate Governance Disputes After Plank and Eas

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Since 2020, the Supreme Court of Maryland has issued two landmark decisions that have expanded opportunities for minority shareholders / LLC members in corporate governance litigation while creating new questions about the scope of fiduciary liability. In Plank v. Cherneski, 469 Md. 548 (2020), the court conclusively held (for the first time) that Maryland law recognized a freestanding claim for breach of fiduciary duty against the managing member of an LLC, though the court left plenty of room for argument about the precise contours of the duty and the scope of remedies available to minority members. In Eastland Food Corp. v. Mekhaya, 486 Md. 1 (2023), the court recognized a shareholder oppression claim by a minority shareholder who alleged that a closely held corporation violated his reasonable expectation of continued compensation in lieu of dividends when it terminated his employment. These two cases together demonstrate that, while Maryland corporate jurisprudence may fairly be characterized as pro-management in some respects, Maryland courts also are equipping plaintiff shareholders with tools to address corporate abuse. In this session, we will examine Plank and Mekhaya and their substantial impact on Maryland’s corporate governance jurisprudence, and we will explore litigation strategies relevant to both plaintiffs and defendants in shareholder disputes.

One hour credit will be offered for the surrounding MCLE states of Virginia, Delaware and Pennsylvania.

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