In Rhodes v. Silkroad Equity, LLC, 2007 WL 2058736 (Del. Ch., July 11, 2007), read opinion here, the Delaware Chancery Court addressed claims by a company’s two original shareholders that the company’s senior creditor, which became a majority shareholder, engaged in a scheme which, in effect, resulted in the original shareholders suffering marginalization and eventual discharge from the firm they founded. The complex transactions leading up to the suit are described by the court in gruesome detail, but the important aspect of this tale of woe is that the court allowed the claims to proceed as direct–as opposed to derivative–claims, thus saving the claims in light of the issue of whether they had standing after their shares were purchased in one of the contested transactions.
In sum, this case provides a very enlightening example of certain fiduciary duty claims, as here, that can be both direct and derivative, based on recent Delaware Supreme Court precedent cited herein, especially based on facts alleging minority oppression as a result of machinations by the majority that might be "too clever by half". The opinion, however, rejected a claim based on a prior oral agreement due to the integration clause signed by the parties. Also, the court described the remedy of "an accounting" in connection with a breach of fiduciary duty claim. Lastly, the court dismissed a "slander per se" claim (that was not based on Delaware law, however, unlike the other claims addressed in the opinion.)