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Corporations Keyed to O’Kelley
Harris v. Carter
Citation:
582 A.2d 222 (1999)Facts
A number of cases were cited in support of the proposition that when transferring control of a corporation to another, a controlling shareholder may, in some circumstances, have a duty to investigate the bona fide of the buyer – that is, in those circumstances, to take such steps as a reasonable person would take to ascertain that the buyer does not intend or is unlikely to plan any depredations of the corporation. The sellers contend that they could have no liability for the wrongs that followed their sale, alleging that they merely sold their stock and resigned and these were acts that they were privileged to do.
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Shareholder Liability