“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
Resources
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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