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Boland v. Boland Trane Associates, Inc.

Court of Appeals of Maryland
31 A.3d 529 (Md. 2011)


Facts

Boland Trane Associates, Inc. (BTAI) (defendant) was a family business owned by eight siblings, three of whom were directors. BTAI underwent several stock transactions in which the three directors obtained additional BTAI stock. John and Kevin Boland (plaintiffs), two non-director siblings, sent BTAI a demand for litigation. BTAI appointed a special litigation committee (SLC) to review the claims. The SLC determined that the stock transactions were appropriate. The plaintiffs brought a derivative suit charging self-dealing and breach of fiduciary duty. BTAI filed a motion for summary judgment, but did not state how it had chosen the SLC or that the members of the SLC had no conflicts of interest with BTAI directors. Additionally, the SLC provided its methodology to the court, but did not provide justification for the methodology. However, the circuit court granted BTAI summary judgment based on the decision of the SLC and a presumption of reasonableness of that decision. The court of special appeals affirmed. The plaintiffs appealed.

Rule of Law

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Issue

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Holding and Reasoning (Adkins, J.)

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Dissent (Battaglia, J.)

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