Amy M. Gibson Secures Business Divorce Victory Before First District Appellate Court of Illinois

11.17.22

Aronberg Goldgehn’s Amy M. Gibson along with co-counsel in California recently prevailed on behalf of a company’s minority shareholder and director before the First District Appellate Court of Illinois. The case concerned claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty and civil conspiracy to breach fiduciary duty. Though the merits of the dispute were never reached, the court determined, as Amy argued, that the claims should be dismissed based on a forum selection clause in the company’s governing documents. Based on that ruling, the plaintiffs can no longer proceed on their claims as they are barred by the proper forum state’s statute of limitations.

The initial dispute commenced after the company’s former president and a stockholder group received approval from the United States Bankruptcy Court for the Northern District of Illinois to purchase the remnant assets of the company, including claims against minority shareholders and directors.

Although headquartered in Illinois, the business was a Delaware corporation. As such, Amy’s client, two of the defendants, filed combined motions to dismiss the amended complaint, identifying several independent bases for dismissal which, among other reasons, argued that the case should have been filed and resolved in Delaware. The circuit court granted the motion to dismiss the complaint.

Following this hearing, the plaintiffs appealed. The Appellate Court affirmed the dismissal.

Amy Gibson is Co-Chair of Aronberg Goldgehn's Commercial Litigation Practice Group. She focuses her practice on complex commercial litigation, including claims involving shareholder disputes, fraud, consumer fraud, breach of contract and real estate. She also concentrates her practice on employment litigation and counseling.