Opinion
May 10, 1994
Appeal from the Supreme Court, New York County (Carol Huff, J.).
Having expressly acquiesced in the corporation's improper loan of almost $1,000,000 to his co-defendant, which led to the extensive self-dealing that has already been established (see, Ault v. Soutter, 167 A.D.2d 38, 40-42, lv dismissed 81 N.Y.2d 1007), defendant-appellant cannot belatedly dispute that he breached his fiduciary duty to the corporation's minority shareholders by "failing to do more than passively rubberstamp the decisions of" his co-defendant (Barr v. Wackman, 36 N.Y.2d 371, 381). Defendant-appellant is therefore accountable for the waste of corporate assets notwithstanding the absence of proof that he benefitted personally (Rapoport v. Schneider, 29 N.Y.2d 396, 403), and he is liable for all damages flowing from his breach of fiduciary duty as a director (see, Equity Corp. v Groves, 294 N.Y. 8, 12-13), whether those consequential damages occurred during or after the actual period of his wrongful inaction.
We have considered the remaining appellate arguments, and find them to be without merit.
Concur — Sullivan, J.P., Ross, Rubin and Tom, JJ.