The majority of courts concluded that corporate officials owe a fiduciary duty to their shareholders collectively, but owe no such duty to their shareholders individually.

There is authority for the proposition advanced by plaintiffs that a party in a confidential or fiduciary relationship to another owes the other a higher duty to disclose material information.

Under the majority view, officers and directors owed no fiduciary duty to shareholders, and insiders were liable only if they perpetrated a fraud.

No reasonable argument can be advanced against the adoption of at least the'special facts' limitation to the majority rule

Some insider-buyers therefore sought to avoid liability even when they actually lied about the value of the company (as was the case in Fisher).

—ward of an orphan society, came into the home of the defendant at the early age of fourteen years and that the defendant at once assumed authority over him and set himself up as the plaintiff's friend, adviser, and protector, assuming the place of a parent to him. He put him to work and directed his movements from day to day. By his attitude, his conduct, and his authority …

The obligation of the defendant is to indemnify the plaintiff by placing him or her in the position he or she would have occupied if the injury complained of had not occurred.

After an exhaustive examination of the decisions of this and other courts, we are convinced that a plaintiff in such an action is entitled to recover damages for losses proximately caused by the defendant's fraud.

—an action based on fraud and deceit through false representations, this court held that the relationship which existed between the plaintiff and the defendant was of such a nature that the former had a right to rely upon representations made to him by the latter.

—the buying director threatened to discharge the seller, who was also an employee, unless he accepted the director's offer, and also misrepresented to the seller the effect on his stock of a proposed sale of the business; Poole