Opinion
June 16, 1998
Appeal from the Supreme Court, New York County (Herman Cahn, J.).
The action was properly dismissed on the ground that under Delaware law, majority shareholders have no nonderivative fiduciary duty to share proportionately with minority shareholders the "control premium" received from the sale of a majority share in the corporation ( see, Thorpe v. CERBCO, Inc., 676 A.2d 436, 441). Nothing in the complaint can be fairly construed as alleging that the corporation was harmed by the sale, only that plaintiffs were harmed in being deprived of a proportionate share of the price premium defendants received for control of. the corporation (compare, supra).
Concur — Milonas, J. P., Nardelli, Wallach and Saxe, JJ.