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VoltGrid Parent Corp. owns 82% of the voting shares of CellHome, Inc., a corporation that designs residential battery systems. The remaining shares are held by hundreds of minority investors. VoltGrid appoints all five CellHome directors.
First, VoltGrid caused CellHome to suspend dividends for two years so CellHome could build a testing lab. The policy applied equally to all shareholders, and the board minutes describe a need to preserve cash for safety certification. Second, VoltGrid caused CellHome to buy lithium modules from VoltGrid Components, a wholly owned VoltGrid subsidiary, under a five-year contract at prices 22% above comparable market contracts. No disinterested directors or minority shareholders approved the contract. Third, VoltGrid directed CellHome not to apply for a government grant for residential battery backup systems and caused another VoltGrid subsidiary to apply instead.
What fiduciary-duty claims, if any, do CellHome or its minority shareholders have against VoltGrid? Discuss each challenged action separately.