"Newman v. Newman:  Fiduciary Duties in Small, Closely-Held Family Corporations" By Matthew Marcucci

This blog previously has discussed fiduciary duty claims in the shareholder-derivative context. Courts in derivative suits frequently address fiduciary duty questions, especially where the dispute involves a small, closely-held family corporation.

Yet another recent decision of the Appellate Division, First Department, deals with fiduciary duties in a derivative action: Newman v. Newman, 202 A.D.3d 442 (1st Dep’t 2022). This case is helpful to understand how shareholder-derivative plaintiffs can avoid dismissal of claims they bring in their own, individual capacities, in contrast to derivative claims brought on behalf of the corporation itself.

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