Where a senior employee owes fiduciary duties to a holding company employer and secretly acquires interests in businesses sold by subsidiary companies, the holding company may claim equitable relief (including account of profits) as the party to whom the fiduciary duty was owed, and the reflective loss principle does not bar such a claim. The fraud exception to Anshun estoppel applies where breaches of fiduciary duty were concealed and the true extent of the fraud was only discovered after settlement of earlier proceedings. The Anshun principle does not prevent claims where the earlier proceedings were settled (not judicially determined) and the settlement was procured on a materially misleading basis.
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