Boland v. Boland Trane Associates, Inc.
Court of Appeals of Maryland
31 A.3d 529 (Md. 2011)
Special litigation committees (SLCs) are not afforded a presumption of acting in good faith, being independent, or that the SLC follows reasonable procedures.
Relevant Facts
Boland Trane Associates, Inc. (the defendant) was a family business owned by eight siblings, three of whom sat on the board of directors. The defendant underwent several transactions in which the three directors obtained additional stock.
John and Kevin Boland (the plaintiffs), two non-director siblings, brought a demand for litigation. The defendant appointed a special litigation committee (SLC) to review the claims, and the SLC determined that the transactions were appropriate. Subsequently, the plaintiffs brought a derivative suit alleging self-dealing and breach of fiduciary duty.
At trial, the defendant filed a motion for summary judgment, but failed to disclose its methodology in choosing the SLC and did not state that the members of the SLC were free from any conflicts of interest with the directors. Additionally, the SLC provided its methodology to the court, but did not provide any justification for its methodology.
The circuit court granted the defendants summary judgment based on the findings of the SLC, providing for a presumption of reasonableness. The court of special appeals affirmed and the plaintiffs appealed.
Issue
Get access to our database of over 17,000+ case briefs today. Access our issue statements for every case you'll encounter in law school for a low monthly price. The largest database on the internet is now available with Lawwly, the central legal hub. Use our case briefs to comprehend your casebook readings in seconds, to supplement your notes and outlines, and to outshine your classmates. No one has a more comprehensive case brief database than Lawwly. All of our briefs are handwritten by real legal experts and law professors and our stringent editing process ensures you'll get the best quality briefs available.
Holding & Reasoning
Get access to our database of over 17,000+ case briefs today. Access holding & reasonings for every case you'll encounter in law school for a low monthly price. The largest database on the internet is now available with Lawwly, the central legal hub. Use our case briefs to comprehend your casebook readings in seconds, to supplement your notes and outlines, and to outshine your classmates. No one has a more comprehensive case brief database than Lawwly. All of our briefs are handwritten by real legal experts and law professors and our stringent editing process ensures you'll get the best quality briefs available.
Concurrence
Get access to our database of over 17,000+ case briefs today. Access all available concurrences for every case you'll encounter in law school for a low monthly price. The largest database on the internet is now available with Lawwly, the central legal hub. Use our case briefs to comprehend your casebook readings in seconds, to supplement your notes and outlines, and to outshine your classmates. No one has a more comprehensive case brief database than Lawwly. All of our briefs are handwritten by real legal experts and law professors and our stringent editing process ensures you'll get the best quality briefs available.
Dissent
Get access to our database of over 17,000+ case briefs today. Access all available dissents for every case you'll encounter in law school for a low monthly price. The largest database on the internet is now available with Lawwly, the central legal hub. Use our case briefs to comprehend your casebook readings in seconds, to supplement your notes and outlines, and to outshine your classmates. No one has a more comprehensive case brief database than Lawwly. All of our briefs are handwritten by real legal experts and law professors and our stringent editing process ensures you'll get the best quality briefs available.
Last updated:
December 29, 2020
Judicial Opinion
Get access to our database of over 17,000 case briefs today. Our database of judicial opinions will be released soon, for free!
Procedural History
Get access to our database of over 17,000+ case briefs today. Access the entire procedural history for every case you'll encounter in law school for a low monthly price. The largest database on the internet is now available with Lawwly, the central legal hub. Use our case briefs to comprehend your casebook readings in seconds, to supplement your notes and outlines, and to outshine your classmates. No one has a more comprehensive case brief database than Lawwly. All of our briefs are handwritten by real legal experts and law professors and our stringent editing process ensures you'll get the best quality briefs available.
Citations
31 A.3d 529 (Md. 2011)