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New Cases of Interest - August 24, 2012
Aguilar v. Goldstein (2012) 207 Cal.App.4th 1152. This is a SLAPP action which involved a complaint that alleged that managers had breached their fiduciary duty to shareholders. The managers though a separately incorporated entity provided administrative services to a medical corporation at which they were also officers. A hospital proposed buying the corporation's assets, negotiations followed but failed, and the corporation then filed a lawsuit against the hospital. Three of the shareholders filed a lawsuit contending that the managers had failed to disclose financial information to the shareholders and had acted in their own self-interest in ending the negotiations. The trial court denied the anti-SLAPP motion which was affirmed by the court of appeal. The court found that the complaint did not arise out of a protected activity because the allegations regarding the filing of the lawsuit against the hospital and related pre-litigation communications were only incidental to the claim that the managers had breached their fiduciary duty putting their own interest ahead of the interest of shareholders. The conduct also did not involve an issue of public interest even though the lawsuit contended that the hospital's proposals were illegal. The allegations were therefore not sufficient to support the motion to strike under the anti-SLAPP statute.