“The direct versus derivative distinction is a question that those of us who litigate business fiduciary duty issues have been dealing all the time. Having a very straightforward test is really going to help the trial courts apply the rule and respond to the kneejerk motions to dismiss that you see filed in those cases.”

-Sara MacWilliams

Episode Outline

01:59 – About Sara MacWilliams and her law practice

5:11 – Murphy v. Inman

9:26 – Cash-out mergers

13:12 – Derivative versus direct claims

18:00 – Corporate fiduciary duties

20:00 – The opinion in Murphy v. Inman

22:16 – Test for identifying direct claims

24:17 – Duties of directors to shareholders

27:13 – Broader implications of Murphy v. Inman

30:58 – Sara’s advice for attorneys

32:45 – Where to find Sara MacWilliams online


About Sara MacWilliams

Sara MacWilliams serves as General Counsel for various small and mid-sized businesses, providing prompt, honest and realistic guidance for legal concerns that impact business owners. Her firm routinely litigates and advises clients about contracts and disputes involving business relationships, real estate matters, contracts, business torts, software malpractice, healthcare business issues, trade secrets, non-compete agreements, and large collection matters. Sara is consistently rated one of the top female commercial litigators in Michigan. She is consistently rated one of the top female commercial litigators in Michigan, and has been singled out by the judiciary as having the quick, critical thinking that separates superb trial lawyers from the rest of the pack. Sara is a graduate of Kalamazoo College and the University of Michigan Law School.

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About The Litigation War Room

The Litigation War Room presents great stories and great insights from some of the nation’s most accomplished courtroom lawyers.
The Litigation War Room is hosted by Maxwell Goss, a litigation attorney with the intellectual property boutique firm Fishman Stewart PLLC. Max represents clients in intellectual property and business cases in Michigan and around the country, bringing forceful advocacy and creative solutions to every case he handles.
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