Director Breach of Fiduciary Duty?

What is the name of your state (only U.S. law)? Indiana

3 person S-corp in which A owns 50% and B & C each own 25% of the shares.

A, B, & C had discussed expanding corporation's business to nearby state.

A has decided to open her own business in the neighboring state without involving B&C. It will be the exact same business in the neighboring state.

Due to the nature of the business the two businesses will not compete due to regulations that each one can only operate within their respective states.

The corporation could open the 2nd business in the neighboring state.

Could this be a breach of fiduciary duty (Loyalty or Conflict of interest) for A to start the business in the neighboring state without a vote by all shareholders?

Let me know if you need any more information.

The directors do not have a fiduciary duty here.

There could be a problem if the current business IP is used for the new business.

tranquility said:

The directors do not have a fiduciary duty here.

There could be a problem if the current business IP is used for the new business.

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A being the majority shareholder has no fiduciary duty to the minority shareholders B&C who did not have a vote in the matter?

Is there any conflict of interest concern if A's opening of her own business conflicts with A's ability to perform her job duties for the first business?

Thanks for your help so far!

A being the majority shareholder has no fiduciary duty to the minority shareholders B&C who did not have a vote in the matter?

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No. As I wrote, the duty is slight. Basically, they can't intentionally cheat you. Other than that, they pretty much have the right to vote their shares how they want. Even if that vote benefits them to the detriment of others.

There could be a fiduciary duty in some instances, but they are not implicated here.

Is there any conflict of interest concern if A's opening of her own business conflicts with A's ability to perform her job duties for the first business?

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That would be the concern which could be actionable. However,

Due to the nature of the business the two businesses will not compete due to regulations that each one can only operate within their respective states.

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so, no.

Thanks for all your help.

Regardless, it is frustrating that she would take on this undertaking and cut the original partners out of the growth of the corporation.

Might be time to look to sell my shares.