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HERZOG, HEINE, GEDULD, INC. v. NCC INDUS., INC.

251 A.D.2d 173 (1998)

673 N.Y.S.2d 910

Herzog, Heine, Geduld, Inc., et al., Appellants, v. Ncc Industries, Inc., et al., Defendants, and Triumph International Overseas, Ltd., et al., Respondents

Appellate Division of the Supreme Court of the State of New York, First Department.

June 18, 1998

The action was properly dismissed on the ground that under Delaware law, majority shareholders have no nonderivative fiduciary duty to share proportionately with minority shareholders the "control premium" received from the sale of a majority share in the corporation (see, Thorpe v CERBCO, Inc., 676 A.2d 436, 441). Nothing in the complaint can be fairly construed as alleging that the corporation was harmed by the sale, only...

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