Brief Fact Summary
Plaintiffs, minority stockholders of Mahoning Coal Railroad Company, filed suit against Mahoning's parent, New York Central Railroad Company, for an accounting of proceeds from an unfair agreement between Mahoning and the parent.

Rule of Law and Holding
"[A] fiduciary parent corporation cannot retain the benefits of an unfair agreement. . . . A basic ground for judicial interference with corporate decisions on complaint of minority interests is an advantage obtained by the dominant group to the disadvantage of the corporation or its minority owners." The court holds that the agreement was fair to Mahoning and thus, there was no breach of the fiduciary relationship between the parent and the subsidiary.

Topics
Fiduciary Duties & Shareholder Litigation

Subtopics
Majorities' Duties to Minorities
Parent-Subsidiary Dealings