Dweck v. Nasser, C.A. 1353-VCL (January 18, 2012)

This is a classic example of just about everything that you should not to do in running a closely-held company.  Everybody involved seems to have ignored his or her fiduciary duties.  Hence, it is a useful precedent because the breaches cover all sorts of misconduct, any one of which might be found in your case.

Another important point about this decision is its recognition that breaches of duty may be waived if not objected to, particularly when some benefit is received by the party who later objects to what was done.