Litigating Breach of Fiduciary Duty Claims Regarding Closely Held Entities

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, October 21, 2021

Recorded event now available

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Course Materials

This CLE course will provide litigators with a general review of business-related fiduciary duty claims, how the context of a closely held business may change how those claims are pursued and defended, and steps that will increase the chance of winning at or before trial.


Breach of fiduciary duty claims permeate business litigation. Plaintiffs bring these claims because they have fewer elements than fraud claims, which require proof of knowledge and intent.

Claims range from blatant (theft of funds) to the nuanced (corporate opportunity). Plaintiffs can be shareholders, partners, or creditors. Defendants can be officers, directors, or controlling shareholders.

Disputes about closely held businesses may change some aspects of fiduciary duty litigation. Although fiduciary duty claims are usually subject to time-consuming derivative action demand requirements, plaintiffs can argue that those requirements do not apply. Defendants may benefit from the proximity of the complaining parties to the challenged acts.

Listen as our panel of experienced corporate fiduciary duty trial lawyers goes beyond a mere recitation of the elements of these claims by identifying the evidence needed to win. Learn about developments regarding the business judgment rule and how defendants can use those developments to achieve summary judgment.



  1. Parties
    1. When can a creditor sue
    2. When can a controlling shareholder be sued
  2. Factual bases of claims
  3. Business judgment rule and other defenses
  4. Applicability of derivative action demand procedures
  5. Other differences in closely held context


The panel will review these and other critical issues:

  • Who may bring a claim for breach of corporate fiduciary duty?
  • Who may be sued for breach of corporate fiduciary duty?
  • What are the relative strengths of the various factual bases of breach of corporate fiduciary duty claims?
  • What is different about these claims when brought in the context of closely held entities?
  • How to argue corporate fiduciary duty claims and defenses to juries


Sullivan, Christopher
Christopher D. Sullivan

Diamond McCarthy

Mr. Sullivan has successfully represented a wide variety of clients in major litigation, including both plaintiffs in...  |  Read More

Taylor, Eric
Eric Jon Taylor

Hunton Andrews Kurth

Mr. Taylor's practice focuses on complex litigation, internal investigations, and trial work. He has broad...  |  Read More

Webb, William
William T. Webb

Founding Partner
Webb Legal Group

Mr. Webb has developed a commercial practice, advising businesses in transactional matters, including contracts,...  |  Read More

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