Bangor Punta Operations, Inc. v. Bangor & Aroostook R.R.
United States Supreme Court
417 U.S. 703 (1974)
Bangor Punta Operations (defendant) owned 98.3% of Bangor & Aroostook Railroad (BAR) (plaintiff) until selling its interest to Amoskeag Co. in 1969; Amoskeag later acquired essentially all of BAR's remaining stock. In 1971, BAR — now controlled by Amoskeag — sued Bangor Punta alleging severe mismanagement of BAR between 1960 and 1967, while Bangor Punta still controlled it. The district court granted Bangor Punta summary judgment, reasoning any recovery would be a windfall to Amoskeag since the mismanagement predated its purchase; the First Circuit reversed, and the Supreme Court granted certiorari.
Whether a corporation may recover from a former controlling shareholder for mismanagement that occurred before a current shareholder purchased its stock at a fair price.