Do shareholders have a fiduciary duty to one another? That is, in the context of being shareholders of the same corporation, can they act entirely for their own benefit or do they have a duty to act for the benefit of one another?
The default answer to this question is ‘no’. Shareholders are owners of the corporation and not the managers. Shareholders typically do not act in a management capacity and generally are free to vote or act in ways that benefit themselves, even if to the detriment of other shareholders.
This default can break apart in the context of a close or closely held corporation. A closely held corporation has few shareholders and usually those shareholders also serve as the directors and officers of the company. In that role, those shareholders also act in a management capacity. This relationship can be even more blurred when a shareholder holding the majority of the shares serves as a director or officer.
In these circumstances, it can be difficult to determine when shareholder should be acting for the benefit all the shareholders rather than for only themselves .