egregiousKurt Vonnegut observed in his novel Deadeye Dick that the word “egregious,” which “most people think means terrible or unheard of or unforgivable has a much more interesting story than that to tell. It means ‘outside the herd.'”

He’s right. The original Latin ēgregius did indeed translate as “standing outside the herd” in the non-judgmental sense of exceptional, and it wasn’t until the late 16th century that the word took on its modern, disapproving sense.

I’ll grant you it’s a bit of a leap from etymology to business divorce, but in the court decision I’m about to describe, the meaning of the word “egregious” took center stage in a minority shareholder’s lawsuit seeking common-law dissolution of a closely held corporation.

The court’s decision last month in Braun v Green, 2016 WL 4539488 [Sup Ct NY County Aug. 31, 2016], sprang from a dispute between fellow shareholders in a Florida corporation whose sole asset is a commercial realty development near Houston, Texas. The plaintiff 8% shareholder, Braun, sourced the investment opportunity and presented it to the defendant 92% shareholder, Green, who provided all of the needed capital. Continue Reading Non-Egregiously Aggrieved Minority Shareholder Can’t Sue for Common-Law Dissolution