Cartoons, -> Corporations Cartoons
Fiduciary cartoons image illustration picture
Fiduciary

Description:
Fiducial; fiduciary duty; corporate fiduciary; corporation fiduciary relationship; Remillard Brick Company v. Remillard Dandini Company

Select Usage (details) :



Glassman v. Unocal Exploration Corporation cartoons image illustration picture
Glassman v. Unocal Exploration Corporation

Description:
Minority shareholders appraisal; fair value; shares; statutory short form merger; controlling fiduciaries; parent corporation; duty of entire fairness; corporate subsidiary.

Select Usage (details) :



Gotham Partners, L.P. v. Hallwood Realty Partners, L.P. cartoons image illustration picture
Gotham Partners, L.P. v. Hallwood Realty Partners, L.P.

Description:
Damages for breach of fiduciary duty; value of the loss of control; partnership odd lot tender offer.

Select Usage (details) :



Hollinger, Inc. v. Hollinger International, Inc. cartoons image illustration picture
Hollinger, Inc. v. Hollinger International, Inc.

Description:
Sale of substantially all of a corporation's assets; quantititave qualitative analysis; shareholders right to vote.

Select Usage (details) :



Kahn v. Lynch Communications Systems, Inc. cartoons image illustration picture
Kahn v. Lynch Communications Systems, Inc.

Description:
Burden of proving fairness; merger; majority or controlling shareholders; fiduciary duty; arms length.

Select Usage (details) :



Northmon Investment Company v. Milford Plaza Association cartoons image illustration picture
Northmon Investment Company v. Milford Plaza Association

Description:
Ordinary partnership business; unauthorized transactions; equal rights.

Select Usage (details) :



Omnicare, Inc. v. NCS Healthcare, Inc. cartoons image illustration picture
Omnicare, Inc. v. NCS Healthcare, Inc.

Description:
Defensive devices to merger must be reasonably related to perceived threat.

Select Usage (details) :



RNR Investments L.P. v. Peoples First Community Bank cartoons image illustration picture
RNR Investments L.P. v. Peoples First Community Bank

Description:
General partner; ordinary course of partnership business; actual authority; apparent authority.

Select Usage (details) :



Saito v. McKesson HBOC, Inc. cartoons image illustration picture
Saito v. McKesson HBOC, Inc.

Description:
Right to inspect corporate books and records must be reasonably related to the derivative action.

Select Usage (details) :



Securities and Exchange Commission v. Edwards cartoons image illustration picture
Securities and Exchange Commission v. Edwards

Description:
Federal securities laws; investment scheme; fixed rate of return investment contract.

Select Usage (details) :



Solar Cells, Inc. v. True North Partners, LLC cartoons image illustration picture
Solar Cells, Inc. v. True North Partners, LLC

Description:
Directors fiduciary duty; enitre fairness; likelihood of success on the merits and irreparable harm; adequate remedy at law.

Select Usage (details) :



Securities and Exchange Commission v. Zanford cartoons image illustration picture
Securities and Exchange Commission v. Zanford

Description:
Common law fraud; federal securities laws 10(b); rule 10b5; Securities Act of 1933.

Select Usage (details) :



The Wharf (Holdings) Limited v. United International Holdings, Inc. cartoons image illustration picture
The Wharf (Holdings) Limited v. United International Holdings, Inc.

Description:
Sale of securities falls under 10(b) of the Securites and Exchange Act of 1934; section 10(b) forbids the use of any manipulative or deceptive device or contrivance relating to the sale of a security that is misleading or operates as a fraud or deceit.

Select Usage (details) :



Tooley v. Donaldson, Lufkin and Jenrette, Inc. cartoons image illustration picture
Tooley v. Donaldson, Lufkin and Jenrette, Inc.

Description:
Ordinary partnership business; unauthorized transactions; equal rights; management conduct.

Select Usage (details) :



Schnell v. Chris Craft Industries, Inc. cartoons image illustration picture
Schnell v. Chris Craft Industries, Inc.

Description:
Inequitable action; amendment of by laws board of directors.

Select Usage (details) :



Liggett Company v. Lee cartoons image illustration picture
Liggett Company v. Lee

Description:
State restrictions on incorporation. Incorporation laws.

Select Usage (details) :



First National Bank of Boston v. Bellotti cartoons image illustration picture
First National Bank of Boston v. Bellotti

Description:
Corporate political speech is protected by the First Amendment.

Select Usage (details) :



Austin v. Michigan Chamber of Commerce cartoons image illustration picture
Austin v. Michigan Chamber of Commerce

Description:
Prevention of corruption in the political process is a compelling state interest; political speech restrictions on corporations must be narrowly tailored.

Select Usage (details) :



CTS Corporation v. Dynamics Corporation of America cartoons image illustration picture
CTS Corporation v. Dynamics Corporation of America

Description:
State law may impose restrictions affecting one company's ability to acquire control of another without running afoul of federal law or the Commerce Clause; target corporation; tender offer; Williams Act.

Select Usage (details) :



Amanda Acquisition Corporation v. Universal Foods Corporation cartoons image illustration picture
Amanda Acquisition Corporation v. Universal Foods Corporation

Description:
States regulate mergers; the commerce clause; Shell Corporation.

Select Usage (details) :



Dodge v. Ford Motor Company cartoons image illustration picture
Dodge v. Ford Motor Company

Description:
Motives; board of directors; shareholders' dividend.

Select Usage (details) :



Kahn v. Sullivan cartoons image illustration picture
Kahn v. Sullivan

Description:
Director charitable contributions; best interests of the corporation; the business judgment rule.

Select Usage (details) :



Jesse by Reinecke v. Danforth cartoons image illustration picture
Jesse by Reinecke v. Danforth

Description:
Incorporating; create a personal attorney client relationship; entity rule; conflict of interest.

Select Usage (details) :



Equity Linked Investors, L.P. v. Adams cartoons image illustration picture
Equity Linked Investors, L.P. v. Adams

Description:
Board of directors owes duty of good faith stockholders.

Select Usage (details) :



Klang v. Smith Food and Drug Centers, Inc. cartoons image illustration picture
Klang v. Smith Food and Drug Centers, Inc.

Description:
Directors valuation decisions; deference capital surplus; donated surplus; unearned surplus.

Select Usage (details) :



Dodge v. Ford Motor Company cartoons image illustration picture
Dodge v. Ford Motor Company

Description:
Directors declare dividends bad faith, willful neglect, abuse of discretion. close corporation.

Select Usage (details) :



Kamin v. American Express Company cartoons image illustration picture
Kamin v. American Express Company

Description:
Actionable course of action; action for damages; board of directors.

Select Usage (details) :



Securities and Exchange Commission v. SG Ltd. cartoons image illustration picture
Securities and Exchange Commission v. SG Ltd.

Description:
Substance of a transaction; securities laws apply; pyramid scheme.

Select Usage (details) :



Walkovszky v. Carlton cartoons image illustration picture
Walkovszky v. Carlton

Description:
Corporate form fraud; alter ego rule; piercing the corporate veil.

Select Usage (details) :



Radaszewski v. Telecom Corporation cartoons image illustration picture
Radaszewski v. Telecom Corporation

Description:
Insurance coverage; piercing of the corporate veil; improper purpose; parent Shell Subsidiary Corporation.

Select Usage (details) :



Freeman v. Complex Computing Company Inc. cartoons image illustration picture
Freeman v. Complex Computing Company Inc.

Description:
Equitable owner; pierce the corporate veil.

Select Usage (details) :



Kinney Shoe Corporation v. Polan cartoons image illustration picture
Kinney Shoe Corporation v. Polan

Description:
Shield shareholders personal liability corporate formalities undercapitalization.

Select Usage (details) :



OTR Associates v. IBC Servicies, Inc. cartoons image illustration picture
OTR Associates v. IBC Servicies, Inc.

Description:
Parent corporation shell corporation pierce the corporate veil separate existence conduit.

Select Usage (details) :



Menard, Inc. v. Dage MTI, Inc. cartoons image illustration picture
Menard, Inc. v. Dage MTI, Inc.

Description:
Bind the corporation agency relationship actual authority agent apparent authority inherent authority principal specific performance.

Select Usage (details) :



Hariton v. Arco Electronics, Inc. cartoons image illustration picture
Hariton v. Arco Electronics, Inc.

Description:
Sale of all corporate assets de facto merger.

Select Usage (details) :



Gimbel v. Signal Companies, Inc. cartoons image illustration picture
Gimbel v. Signal Companies, Inc.

Description:
Shareholder approval sale quantitatively qualitatively corporate assets.

Select Usage (details) :



Auer v. Dressel cartoons image illustration picture
Auer v. Dressel

Description:
Shareholders initiate amendments articles bylaws elect directors remove for cause.

Select Usage (details) :



International Brotherhood of Teamsters General Fund v. Fleming Companies cartoons image illustration picture
International Brotherhood of Teamsters General Fund v. Fleming Companies

Description:
Certificate of incorporation authority shareholder rights plans certified question.

Select Usage (details) :



Campbell v. Loew, Inc. cartoons image illustration picture
Campbell v. Loew, Inc.

Description:
Harrassment deliberate obstruction director removal for cause proxy.

Select Usage (details) :



Blasius Industries, Inc. v. Atlas Corporation cartoons image illustration picture
Blasius Industries, Inc. v. Atlas Corporation

Description:
Shareholders right to vote corporate democracy elect.

Select Usage (details) :



Quickturn Design Systems, Inc. v. Shapiro cartoons image illustration picture
Quickturn Design Systems, Inc. v. Shapiro

Description:
Directors manage corporate affairs best interests of the shareholders business judgment ficuciary duty.

Select Usage (details) :



State ex rel. Pillsbury v. Honeywell, Inc. cartoons image illustration picture
State ex rel. Pillsbury v. Honeywell, Inc.

Description:
Stockholder purchased stock corporate records access compel production of corporate books and records shareholder lists business records.

Select Usage (details) :



Long Island Lighting Company v. Barbash cartoons image illustration picture
Long Island Lighting Company v. Barbash

Description:
Proxy regulations newspapers direct and indirect communications proxies.

Select Usage (details) :



Lovenheim v. Iroquois Brands, Ltd. cartoons image illustration picture
Lovenheim v. Iroquois Brands, Ltd.

Description:
Noneconomic interests shareholder proposal omit proxy materials.

Select Usage (details) :



J.I. Case Company v. Borak cartoons image illustration picture
J.I. Case Company v. Borak

Description:
Proxy materials false and misleading statements private right of action fiduciary duty rescission.

Select Usage (details) :



TSC Industries, Inc. v. Northway, Inc. cartoons image illustration picture
TSC Industries, Inc. v. Northway, Inc.

Description:
Proxy omission not material substantial likelihood reasonable shareholder.

Select Usage (details) :



Mills v. Electric Auto Lite Company cartoons image illustration picture
Mills v. Electric Auto Lite Company

Description:
Materiality causality misstatement omission.

Select Usage (details) :



Virginia Bankshares, Inc. v. Sandberg cartoons image illustration picture
Virginia Bankshares, Inc. v. Sandberg

Description:
Directors opinions proxy statement rule 14a 9 and 14(a) knowingly false causation.

Select Usage (details) :



Wilson v. Great American Industries, Inc. cartoons image illustration picture
Wilson v. Great American Industries, Inc.

Description:
Materially misleading proxy statement lost state law rights minority shareholder right to a state appraisal.

Select Usage (details) :



Santa Fe Industries, Inc. v. Green cartoons image illustration picture
Santa Fe Industries, Inc. v. Green

Description:
Parent merge subsidiary, delaware short form merger statute ninety percent rule 10b 5.

Select Usage (details) :



Malone v. Brincat cartoons image illustration picture
Malone v. Brincat

Description:
Directors owe a duty of loyalty and good faith disclosures knowingly disseminate false information fiduciary derivative action.

Select Usage (details) :



Francis v. United Jersey Bank cartoons image illustration picture
Francis v. United Jersey Bank

Description:
Directors duty to act honestly and in good faith and with the same degree of diligence, care, and skill that a reasonably prudent person would use in similar circumstances. Trustee in bankruptcy.

Select Usage (details) :



In re Caremark International Inc. Derivative Litigation cartoons image illustration picture
In re Caremark International Inc. Derivative Litigation

Description:
Failure of oversight liability individual directors the breach of the duty of attention or care compliance audit.

Select Usage (details) :



Waltuch v. Conticommodity Services, Inc. cartoons image illustration picture
Waltuch v. Conticommodity Services, Inc.

Description:
Articles of incorporation indemnification employee act in good faith indemnity.

Select Usage (details) :



Remillard Brick Company v. Remillard Dandini Company cartoons image illustration picture
Remillard Brick Company v. Remillard Dandini Company

Description:
Directors fiduciaries fiduciary relationship common benefit fiduciary duty.

Select Usage (details) :



Orman v. Cullman cartoons image illustration picture
Orman v. Cullman

Description:
Presumption of loyalty lacked independence. business judgment rule duty of loyalty.

Select Usage (details) :



Lewis v. Vogelstein cartoons image illustration picture
Lewis v. Vogelstein

Description:
Shareholder ratification ratify a transaction directors material conflict of interest corporate waste. Agency agent principal quorum ratification.

Select Usage (details) :



Lewis v. Vogelstein cartoons image illustration picture
Lewis v. Vogelstein

Description:
Stock options waste analysis shareholder ratifications constituted waste constructive fraud.

Select Usage (details) :



Weinberger v. UOP, Inc. cartoons image illustration picture
Weinberger v. UOP, Inc.

Description:
Shareholder approval merger void inadequate information disclosed minority shareholders cash out merger damages fair value tender offer.

Select Usage (details) :



Kahn v. Lynch Communications Systems, Inc. cartoons image illustration picture
Kahn v. Lynch Communications Systems, Inc.

Description:
Majority controlling shareholders fairness merger fiduciary duty.

Select Usage (details) :



Perlman v. Feldmann cartoons image illustration picture
Perlman v. Feldmann

Description:
Premium a transfer of a corporate asset.

Select Usage (details) :



Jones v. H.F.Ahmanson and Company cartoons image illustration picture
Jones v. H.F.Ahmanson and Company

Description:
Majority shareholders transfer control of a corporation premium fiduciary responsibility appraisal dividend.

Select Usage (details) :



Essex Universal Corporation v. Yates cartoons image illustration picture
Essex Universal Corporation v. Yates

Description:
Contract to sell a controlling interest control board of directors. collateral agreement doctrine.

Select Usage (details) :



Aronson v. Lewis cartoons image illustration picture
Aronson v. Lewis

Description:
Conclusory statements futility demand on the board first demand redress business judgment rule.

Select Usage (details) :



Zapata Corporation v. Maldonado cartoons image illustration picture
Zapata Corporation v. Maldonado

Description:
Disinterested committee investigate litigation derivative claim.

Select Usage (details) :



Einhorn v. Culea cartoons image illustration picture
Einhorn v. Culea

Description:
Director independence special litigation committee independent directors.

Select Usage (details) :



Goodwin v. Agassiz cartoons image illustration picture
Goodwin v. Agassiz

Description:
Corporate officers directors fiduciary duty corporation individual shareholders.

Select Usage (details) :



Diamond v. Oreamuno cartoons image illustration picture
Diamond v. Oreamuno

Description:
Directors and officers inside information own benefit derivative action insider trading.

Select Usage (details) :



Securities and Exchange Commission v. Texas Gulf Sulphur Company cartoons image illustration picture
Securities and Exchange Commission v. Texas Gulf Sulphur Company

Description:
Insider trading; trading material inside information; disclose; abstain; disgorgement; Securities Exchange Act of 1934; SEC.

Select Usage (details) :



Chiarella v. United States cartoons image illustration picture
Chiarella v. United States

Description:
Nondisclosure fraud duty to speak.

Select Usage (details) :



Dirks v. Securities and Exchange Commission cartoons image illustration picture
Dirks v. Securities and Exchange Commission

Description:
Insider trading aid and abet scienter quid pro quo.

Select Usage (details) :



United States v. OHagan cartoons image illustration picture
United States v. OHagan

Description:
Misappropriation confidential information fraud ethical wall misappropriation theory.

Select Usage (details) :



Basic Inc. v. Levinson cartoons image illustration picture
Basic Inc. v. Levinson

Description:
Material information reasonable investor substantial likelihood reasonable shareholder.

Select Usage (details) :



Basic Inc. v. Levinson cartoons image illustration picture
Basic Inc. v. Levinson

Description:
Presumption of reliance on misleading material statements market fraud on the market principle rebuttable presumption.

Select Usage (details) :



MM Companies, Inc. v. Liquid Audio, Inc. cartoons image illustration picture
MM Companies, Inc. v. Liquid Audio, Inc.

Description:
Compelling justification defensive measure board actions.

Select Usage (details) :



Smith v. Atlantic Properties, Inc. cartoons image illustration picture
Smith v. Atlantic Properties, Inc.

Description:
Minority shareholder fiduciary duty majority shareholders close corporation dividend.

Select Usage (details) :



Concord Auto Auction, Inc. v. Rustin cartoons image illustration picture
Concord Auto Auction, Inc. v. Rustin

Description:
Shareholder agreements close corporation specific performance.

Select Usage (details) :



Wilkes v. Springside Nursing Home, Inc. cartoons image illustration picture
Wilkes v. Springside Nursing Home, Inc.

Description:
Close corporation legitimate business purpose freeze out minority shareholder terminating employment valid breach fiduciary duties.

Select Usage (details) :



Nixon v. Blackwell cartoons image illustration picture
Nixon v. Blackwell

Description:
Close corporation elected articles of incorporation.

Select Usage (details) :



Matter of Kemp and Beatley, Inc. cartoons image illustration picture
Matter of Kemp and Beatley, Inc.

Description:
Minority shareholders seek dissolution de facto dissolution oppression.

Select Usage (details) :



Miller v. McDonald's Corp. cartoons image illustration picture
Miller v. McDonald's Corp.

Description:
Franchisees negligence franchisor liable retains a right of control actual agency apparent agent franchise.

Select Usage (details) :



Moren ex rel. Moren v. Jax Restaurant cartoons image illustration picture
Moren ex rel. Moren v. Jax Restaurant

Description:
Partnership business indemnify the partnership ordinary course of partnership business.

Select Usage (details) :



Disotell v. Stiltner cartoons image illustration picture
Disotell v. Stiltner

Description:
Buyout fair market value wind up partnership dissolution economic waste liquidation winding up.

Select Usage (details) :



Roman Catholic Archbishop of San Francisco v. Sheffield cartoons image illustration picture
Roman Catholic Archbishop of San Francisco v. Sheffield

Description:
Subsidiaries parent alter egos rule corporate veil parent corporation piercing the corporate veil subsidiary corporation.

Select Usage (details) :



In Re Oracle Corp. Derivative Litigation cartoons image illustration picture
In Re Oracle Corp. Derivative Litigation

Description:
Directors lack of independence.

Select Usage (details) :



In Re eBay, Inc. Shareholders Litigation cartoons image illustration picture
In Re eBay, Inc. Shareholders Litigation

Description:
Fiduciary duty of loyalty aiding and abetting usurp corporate opportunity doctrine self-dealing.

Select Usage (details) :



Robinson v. Glynn cartoons image illustration picture
Robinson v. Glynn

Description:
Ordinary business transactions common characteristics of stock corporation limited liability company security.

Select Usage (details) :



Haley v. Talcott cartoons image illustration picture
Haley v. Talcott

Description:
Contractual dissolution mechanism adequate separation of interests limited liability company liquidation.

Select Usage (details) :



Bove v. Community Hotel Corp. of Newport, R.I cartoons image illustration picture
Bove v. Community Hotel Corp. of Newport, R.I

Description:
Validity of a corporate act.

Select Usage (details) :



Ross A. Wilson v. Louisiana Pacific Resources, Inc. cartoons image illustration picture
Ross A. Wilson v. Louisiana Pacific Resources, Inc.

Description:
Cumulative voting; straight voting; home state corporation.

Select Usage (details) :



McDermott Inc. v. Lewis cartoons image illustration picture
McDermott Inc. v. Lewis

Description:
Full faith and credit clause; internal affairs doctrine.

Select Usage (details) :



VantagePoint Venture Partners 1996 v. Examen, Inc. cartoons image illustration picture
VantagePoint Venture Partners 1996 v. Examen, Inc.

Description:
Internal affairs doctrine; choice of law principle.

Select Usage (details) :



Ryan v. Gifford cartoons image illustration picture
Ryan v. Gifford

Description:
Backdate stock option; fraudulent disclosures.

Select Usage (details) :



Theberge v. Darbro, Inc. cartoons image illustration picture
Theberge v. Darbro, Inc.

Description:
Alter ego, pierce the corporate veil.

Select Usage (details) :



Summit Properties, Inc. v. New Technology Electrical Contractors, Inc. cartoons image illustration picture
Summit Properties, Inc. v. New Technology Electrical Contractors, Inc.

Description:
Agent authority; apparent authority; acquiesence unless principal notice.

Select Usage (details) :



Haley v. Talcott cartoons image illustration picture
Haley v. Talcott

Description:
LLC may be judicially dissolved when defunct; namely, when it is no longer reasonably practicable for an LLC to continue to operate in conformity with the LLC agreement.

Select Usage (details) :



Marathon Partners L.P. and Furtherfield Partners L.P. v. M&F Worldwide Corporation cartoons image illustration picture
Marathon Partners L.P. and Furtherfield Partners L.P. v. M&F Worldwide Corporation

Description:
Stockholders may inspect corporate books and records; a proper purpose for seeking access to corporate records is one reasonably related to the requesting person's interest as a shareholder.

Select Usage (details) :



Polygon Global Opportunities Master Fund v. West Corporation cartoons image illustration picture
Polygon Global Opportunities Master Fund v. West Corporation

Description:
Greenmail; interloper; standing; shareholder must have a proper purpose reasonably related to his interest as a stockholder and must further prove some credible evidence of wrongdoing sufficient to warrant continued investigation.

Select Usage (details) :



Deephaven Risk Arb Trading Ltd. v. UnitedGlobalCom, Inc. cartoons image illustration picture
Deephaven Risk Arb Trading Ltd. v. UnitedGlobalCom, Inc.

Description:
Beneficial owner; rights offering; stockholders have records inspection rights after corporation merger; neither record holders nor beneficial holders need have an actual economic interest in stock to have inspection rights.

Select Usage (details) :



American Federation of State, County & Municipal Employees, Employees Pension Plan v. American International Group, Inc. cartoons image illustration picture
American Federation of State, County & Municipal Employees, Employees Pension Plan v. American International Group, Inc.

Description:
Proxy statement; SEC requires inclusion of stockholder proposals in proxy statements; shareholder proposals to amend corporate bylaws; Rule 14a-8.

Select Usage (details) :



Virginia Bankshares, Inc. v. Sandberg cartoons image illustration picture
Virginia Bankshares, Inc. v. Sandberg

Description:
Freeze-out merger; minority shareholders with non-essential votes cannot challenge a merger.

Select Usage (details) :



In re eBay, Inc. Shareholders Litigation cartoons image illustration picture
In re eBay, Inc. Shareholders Litigation

Description:
IPO; initial public offering; when the board of directors cannot be expected, due to self interest, to determine whether to initiate legal proceedings against the corporation, it would be futile for the shareholders to make a demand before filing suit.

Select Usage (details) :



Stone v. Ritter cartoons image illustration picture
Stone v. Ritter

Description:
Without red flags, directors have no reason to suspect wrongdoing; does stockholder complaint create a reasonable doubt that board of directors could have properly exercised its independent and disinterested business judgment in responding.

Select Usage (details) :



ATR-Kim Eng Financial Corp. v. Araneta cartoons image illustration picture
ATR-Kim Eng Financial Corp. v. Araneta

Description:
Aid and abet; all directors are potentially liable for the misconduct of one; corporate director duty to monitor the potential that others within the organization will violate their duties.

Select Usage (details) :



In re The Walt Disney Co. Derivative Litigation (Disney II) cartoons image illustration picture
In re The Walt Disney Co. Derivative Litigation (Disney II)

Description:
Business judgment rule; good faith; directors owe corporation and shareholders duty of good faith; business judgment rule does not save directors from liability for the conscious disregard of the consequences of corporate action.

Select Usage (details) :



In re The Walt Disney Co. Derivative Litigation (Disney III) cartoons image illustration picture
In re The Walt Disney Co. Derivative Litigation (Disney III)

Description:
Bad decisions do not equal bad faith; standards used to measure the conduct of fiduciaries under Delaware law are not the same standards used in determining good corporate governance.

Select Usage (details) :



In re Emerging Communications, Inc. Shareholders Litigation cartoons image illustration picture
In re Emerging Communications, Inc. Shareholders Litigation

Description:
Safe harbor; the applicable standard of care varies by expertise; in a breach of fiduciary case, financial and industry experts will be held to a higher standard of care than other board members.

Select Usage (details) :



In re CompuCom Systems, Inc. Stockholders Litigation cartoons image illustration picture
In re CompuCom Systems, Inc. Stockholders Litigation

Description:
Controlling shareholder; control of sale; presumtion that, in making a business decision, corporate directors act on an informed basis, in good faith, and in the honest belief that the action taken is in the company's best interests.

Select Usage (details) :



Tooley v. Donaldson, Lufkin & Jenrette, Inc. cartoons image illustration picture
Tooley v. Donaldson, Lufkin & Jenrette, Inc.

Description:
Direct action; special injury test disapproved for determining whether a direct action exists; standing to assert direct action depends on whether the individual, not the corporation, suffered harm and would benefit from the recovery or remedy.

Select Usage (details) :



In re Cavanaugh cartoons image illustration picture
In re Cavanaugh

Description:
The Reform Act provides a three-part process for identifying the lead plaintiff in a class action lawsuit: notice; greatest financial stake in the outcome of the controversy; Rule 23 requirements of typicality and adequacy. Writ of Mandamus.

Select Usage (details) :



In re WorldCom, Inc. Securities Litigation cartoons image illustration picture
In re WorldCom, Inc. Securities Litigation

Description:
The substantive fairness of a class action settlement and attorney's fees depends on: (1) the complexity, expense, and duration of the litigation; (2) the reaction of the class to the settlement; (3) the stage of the proceedings and the extent of discover

Select Usage (details) :



In the Matter of Cady, Roberts & Co. cartoons image illustration picture
In the Matter of Cady, Roberts & Co.

Description:
The major purpose of the securities acts is the prevention of fraud, manipulation, and deception by any person in connection with securities transactions, so can have insider status via a tip.

Select Usage (details) :



Cheff v. Mathes cartoons image illustration picture
Cheff v. Mathes

Description:
Under 8 Delaware Code 160, a corporation is statutorily granted the power to purchase and sell shares of its own stock, so greenmail in a merger may be allowed.

Select Usage (details) :



Unocal Corp. v. Mesa Petroleum Co. cartoons image illustration picture
Unocal Corp. v. Mesa Petroleum Co.

Description:
The business judgment rule is applicable in the context of a takeover, so hostile takeover bids via tender offer may exclude hostile bidders.

Select Usage (details) :



Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc. cartoons image illustration picture
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.

Description:
Poison pill; lock up agreement; Board may fight takeover but once the sale appears inevitable, it is the board's fiduciary duty to work to maximize the company's value.

Select Usage (details) :



Paramount Communications, Inc. v. Time Inc. cartoons image illustration picture
Paramount Communications, Inc. v. Time Inc.

Description:
If a board is pursuing a merger for strategic reasons, it may decline to entertain a competing bid that may yield a higher short-term gain for its shareholders in favor of a merger that ensures greater long-range gains. No shop provision.

Select Usage (details) :



Benihana of Tokyo, Inc. v. Benihana, Inc. cartoons image illustration picture
Benihana of Tokyo, Inc. v. Benihana, Inc.

Description:
Delaware General Corporation Law 144 provides a safe harbor for interested transactions if the material facts as to the director\'s relationship or interests as to the contract or transaction are disclosed or are known and majority of disinterested direct

Select Usage (details) :



Business Judgment Rule cartoons image illustration picture
Business Judgment Rule

Description:
Blackmore Partners, L.P. v. Link Energy LLC, business judgment rule, exculpatory clause, fiduciary duty.

Select Usage (details) :



Negligent Mispresentation cartoons image illustration picture
Negligent Mispresentation

Description:
Abry Partners V, L.P. v. F & W Acquisition LLC, recission, fraud, contracts may not be rescinded based on misrepresentations made during negotiations unless one party to contract made misrepresentations, knowing them to be false.

Select Usage (details) :



Statutory Inspection Right cartoons image illustration picture
Statutory Inspection Right

Description:
Marie L. Kasten v. Doral Dental USA, LLC, statutory rights to inspect company records are broad, subject to narrowing language contained in the company's operating agreement.

Select Usage (details) :



Reverse Piercing the Corporate Veil cartoons image illustration picture
Reverse Piercing the Corporate Veil

Description:
Cargill, Inc. v. Hedge, reverse pierce the corporate veil, alter ego of the company.

Select Usage (details) :



Derivative Suit on Directors cartoons image illustration picture
Derivative Suit on Directors

Description:
Stone v. Ritter, statutorily required pre-suit demand on directors.

Select Usage (details) :



Independent Directors of Corporation cartoons image illustration picture
Independent Directors of Corporation

Description:
In Re Oracle Corp. Derivative Litigation, A director's independence turns on whether the director is, for any substantial reason, incapable of making a decision with only the best interests of the corporation in mind. Derivative action.

Select Usage (details) :



Duty of Care and Duty of Good Faith cartoons image illustration picture
Duty of Care and Duty of Good Faith

Description:
Brehm v. Eisner, A director's action will not be labeled "bad faith" unless it involves an intentional dereliction of his duty or a conscious disregard for his responsibilities. Fiduciary.

Select Usage (details) :



Home State May Impose Its Laws cartoons image illustration picture
Home State May Impose Its Laws

Description:
Wilson v. Louisiana-Pacific Resources, Inc; The Commerce Clause is not implicated by a statute that regulates corporations even-handedly and imposes no special or distinct burden on out-of-state interests; dormant commerce clause; straight voting.

Select Usage (details) :



Disadvantages of Big Corporations cartoons image illustration picture
Disadvantages of Big Corporations

Description:
Louis K. Liggett Co. v. Lee; (From Dissent.) Corporate proliferation comes with both economic advantage and social risk; personal liabillity; piercing the corporate veil.

Select Usage (details) :



Stockholder Right to Inspect Corporate Books and Records cartoons image illustration picture
Stockholder Right to Inspect Corporate Books and Records

Description:
Saito v. McKesson HBOC, Inc.; stockholder has right to make written demand to inspect corporate books and records for purpose reasonably related to person's interest as stockholder; derivative action; parent corporation; subsidiary corporation.

Select Usage (details) :



Low Burden of Proof to Inspect Corporate Books cartoons image illustration picture
Low Burden of Proof to Inspect Corporate Books

Description:
Seinfeld v. Verizon Communications, Inc; Stockholders seeking inspection of corporate books and records must present some evidence suggest credible basis from which court can infer mismanagement, waste, or wrongdoing may have occurred.

Select Usage (details) :



Limits on Shareholder Adoption of Bylaws cartoons image illustration picture
Limits on Shareholder Adoption of Bylaws

Description:
CA, Inc. v. AFSCME Employees Pension Plan; Bylaws may be unilaterally adopted by shareholders when they appropriately relate to corporate processes rather than substantive decisions or Board's fiduciary duties.

Select Usage (details) :



Material Misrepresentations in Proxy Materials cartoons image illustration picture
Material Misrepresentations in Proxy Materials

Description:
Gantler v. Stephens; misrepresentation material if substantial likelihood disclosure of omitted fact would have been viewed by reasonable investor as having significantly altered total mix of information made available; proxy.

Select Usage (details) :



Bad Faith Requires Particularized Facts cartoons image illustration picture
Bad Faith Requires Particularized Facts

Description:
In Re Citigroup, Inc. Shareholder Derivative Litig; Plaintiff must show directors knew not discharging fiduciary obligations or directors demonstrated conscious disregard for responsibilities; business-judgment rule; exculpatory clause; gross negligence.

Select Usage (details) :



Shareholders Are Entitled to Full Disclosure cartoons image illustration picture
Shareholders Are Entitled to Full Disclosure

Description:
Gantler v. Stephens; Shareholder ratification applies only to circumstances where fully informed shareholder vote approves director action that does not legally require shareholder approval in order to become legally effective.

Select Usage (details) :



Interest and Independence are Different cartoons image illustration picture
Interest and Independence are Different

Description:
Orman v. Cullman; director is "interested" when he derives benefit from transaction that is not shared with other shareholders but lacks "independence" when his decision about transaction controlled directly or indirectly by another; disinterested.

Select Usage (details) :



Pre-Suit Demand By Shareholders cartoons image illustration picture
Pre-Suit Demand By Shareholders

Description:
In Re Infousa, Inc. Shareholders Litig; Pre-suit demand excused only if shown that a majority of the members of board of directors is either personally interested, or is so dominated by or beholden to an interested director that discretion sterilized.

Select Usage (details) :



Gross Negligence Is Not Bad Faith cartoons image illustration picture
Gross Negligence Is Not Bad Faith

Description:
McPadden v. Sidhu; Gross negligence is conduct that constitutes reckless indifference, or actions that are without the bounds of reason, and constitutes a breach of the duty of care; bad faith; exculpatory clause.

Select Usage (details) :



Duty to Disclose Corporate Opportunities cartoons image illustration picture
Duty to Disclose Corporate Opportunities

Description:
Burg v. Horn; The question of whether director is required to offer business opportunity to corporation before taking advantage of it is determined according to relationship between particular director and corporation; accounting; constructive trust.

Select Usage (details) :



Intentional Acts Circumventing Shareholder Imposed Requirements cartoons image illustration picture
Intentional Acts Circumventing Shareholder Imposed Requirements

Description:
In Re Tyson Foods, Inc. Consolidated Shareholder Litig; A director who uses inside knowledge to enrich employees while avoiding shareholder-imposed requirements is not acting loyally and in good faith as a fiduciary; business-judgment rule.

Select Usage (details) :



Director Breach of Fiduciary Duty cartoons image illustration picture
Director Breach of Fiduciary Duty

Description:
In Re Tyson Foods, Inc. Consolidated Shareholder Litig; Directors owe shareholders total and complete loyalty, good faith, independence, and candor; motion for judgment on the pleadings.

Select Usage (details) :



Director Duty to Get Best Price cartoons image illustration picture
Director Duty to Get Best Price

Description:
Lyondell Chem. Co. v. Ryan; The duty to obtain the best possible price for the shareholders arises only when the company embarks on a transaction that will result in change of control.

Select Usage (details) :



Defensive Actions Invoke Reasonableness Standard cartoons image illustration picture
Defensive Actions Invoke Reasonableness Standard

Description:
Mercier v. Inter-Tel (Delaware), Inc; directors' defensive actions; burden is on directors to identify legitimate corporate purpose, and show that actions reasonable relation to purpose did not preclude shareholders from exercising right to vote.

Select Usage (details) :



Implied Authority cartoons image illustration picture
Implied Authority

Description:
Dweck v. Nasser; Implied authority is agent reasonably believes he has, shown by evidence of acquiescence of the principal; actual authority; apparent agency; apparent agent; apparent authority; express agency; implied agency.

Select Usage (details) :



Interested Partners May Not Vote cartoons image illustration picture
Interested Partners May Not Vote

Description:
Perretta v. Prometheus Development Company, Inc; A partnership agreement provision that allows an interested partner to count its votes is manifestly unreasonable under California corporations law; limited partner; limited partnership; ratification.

Select Usage (details) :



Business Judgment Rule For Directors cartoons image illustration picture
Business Judgment Rule For Directors

Description:
In re The Walt Disney Co. Derivative Litigation; the law presumes directors act on an informed basis, in good faith, and in the honest beliefof best interests of company; business judgment rule; derivative action; duty of good faith; fiduciary duty.

Select Usage (details) :



Investment Advisers Salary Not Covered By Fiduciary Duty cartoons image illustration picture
Investment Advisers Salary Not Covered By Fiduciary Duty

Description:
Jones v. Harris Associates L.P.; Under section 36(b) of the Investment Company Act, a financial adviser has a fiduciary duty and owes an obligation of candor in negotiation, as well as honesty in performance, but not for negotiating own salary.

Select Usage (details) :



Shareholder Proposal and Proxy Solicitation cartoons image illustration picture
Shareholder Proposal and Proxy Solicitation

Description:
AFSCME v. AIG, Inc; Proxy access bylaw shareholder proposals, which relate to election procedures in general rather than specific, upcoming elections, are non-excludable under SEC Rule 14a-8(i)(8).

Select Usage (details) :



Freeze-Out Remedy cartoons image illustration picture
Freeze-Out Remedy

Description:
Brodie v. Jordan; The proper remedy for a freeze-out is to restore the minority shareholder as nearly as possible to the position she would have been in had there been no wrongdoing; close corporation; dividend; injunction.

Select Usage (details) :



Burden of Loss For Contributions to Partnership cartoons image illustration picture
Burden of Loss For Contributions to Partnership

Description:
Kessler v. Antinora; The general rule of partnership law is that, in the absence of an agreement, the law presumes that partners and joint adventurers intended to participate equally in the profits and losses of the common enterprise.

Select Usage (details) :



Partner Cannot Pay Below Market Rate For Partnership Property cartoons image illustration picture
Partner Cannot Pay Below Market Rate For Partnership Property

Description:
Enea v. Superior Court; In forming a partnership, the partners obligate themselves to share the risks and benefits and carry out the enterprise with the highest good faith toward each other; fiduciary.

Select Usage (details) :



Partnership Agreements Can Allow Otherwise Prohibited Conducts cartoons image illustration picture
Partnership Agreements Can Allow Otherwise Prohibited Conducts

Description:
Singer v. Singer; A partner's duty to the partnership is not violated by conduct that is specifically authorized by the partnership agreement; constructive trust.

Select Usage (details) :



Solicitations of Partnership's Clients cartoons image illustration picture
Solicitations of Partnership's Clients

Description:
Meehan v. Shaughnessy; Partners owe each other a fiduciary duty of the utmost good faith and loyalty and must refrain from acting for purely private gain; self-dealing.

Select Usage (details) :



Assignee Of Partnership Interest Not Automatically A Partner cartoons image illustration picture
Assignee Of Partnership Interest Not Automatically A Partner

Description:
Rapoport v. 55 Perry Co; Partnership law provides that, subject to any contrary agreement between the partners, no person may become a member of the partnership without the consent of the other partners.

Select Usage (details) :



In-Kind Distribution of Partnership Assets cartoons image illustration picture
In-Kind Distribution of Partnership Assets

Description:
Dreifuerst v. Dreifuerst; Unless otherwise agreed, partners who have not wrongfully dissolved the partnership have a right to wind up the partnership and force a sale of the partnership assets; partnership at will.

Select Usage (details) :



Actionable Misappropriation of Inside Information cartoons image illustration picture
Actionable Misappropriation of Inside Information

Description:
Securities and Exchange Commission v. Cuban; Insider trading liability under the misappropriation theory is premised on the undisclosed use of confidential information for personal benefit, in breach of a duty not to do so.

Select Usage (details) :



Controlling Limited Partner May be Liable cartoons image illustration picture
Controlling Limited Partner May be Liable

Description:
Gateway Potato Sales v. G.B. Investment Co; A limited partner who is not also a general partner is not liable for the obligations of the limited partnership unless he takes part in the control of the business.

Select Usage (details) :



Summary Judgment Allowed If No Competent Counter Evidence cartoons image illustration picture
Summary Judgment Allowed If No Competent Counter Evidence

Description:
KE Property Management Inc. v. 275 Madison Management Corp; A managing general partner of a limited partnership may be removed from the partnership by a limited partner if the managing partner's agent engages in fraudulent conduct.

Select Usage (details) :



Limited Liability Partners cartoons image illustration picture
Limited Liability Partners

Description:
Kus v. Irving; Where members of a limited liability partnership share no benefit with a partner accused of misconduct, have no direct supervision or control, and have no knowledge of the partner's misconduct, they are statutorily protected.

Select Usage (details) :



LLPs Do Not Shield Partners From Liability To Each Other cartoons image illustration picture
LLPs Do Not Shield Partners From Liability To Each Other

Description:
Ederer v. Gursky; New York's Partnership Law provision limiting the personal liability of partners in an LLP does not shield a general partner in a registered LLP from personal liability for breaches of the partnership's or partners' obligations to each o

Select Usage (details) :



LLC Manager Has Authority To Bind cartoons image illustration picture
LLC Manager Has Authority To Bind

Description:
Taghipour v. Jerez; Under Utah law, documents that provide for the acquisition, mortgage, or disposition of property of the LLC are binding on the LLC if they are signed by a manager; limited liability company.

Select Usage (details) :



Statutory Inspection Rights May Be Altered By Agreement cartoons image illustration picture
Statutory Inspection Rights May Be Altered By Agreement

Description:
Kasten v. Doral Dental USA, LLC; Under Wisconsin\'s Limited Liability Company Act, statutory rights to inspect company records broad and subject to language contained in company's operating agreement.

Select Usage (details) :



Not All Transfers Of Property Are Sales cartoons image illustration picture
Not All Transfers Of Property Are Sales

Description:
Premier Van Schaack Realty, Inc. v. Sieg; Under Utah law, a sale of property is defined as the conveyance of title to the purchaser for a valuable consideration consisting of the purchase price, or contract of sale, whereby some estate in land passes.

Select Usage (details) :



LLC Cannot Be After The Fact Shield For Member Fraud cartoons image illustration picture
LLC Cannot Be After The Fact Shield For Member Fraud

Description:
Pepsi-Cola Bottling Co. v. Handy; Delaware law protects members and managers of an LLC from liability for obligations of the LLC solely by reason of being or acting as LLC members or managers, but not for other reasons; piercing the corporate veil.

Select Usage (details) :



Court May Pierce The Corporate Veil Of An LLC cartoons image illustration picture
Court May Pierce The Corporate Veil Of An LLC

Description:
Kaycee Land and Livestock v. Flahive; common law doctrine of piercing the corporate veil is not abrogated by the Limited Liability Company Act and may be used against limited liability company members in appropriate cases.

Select Usage (details) :



Board Members May Not Withhold Notice of Meeting From A Director cartoons image illustration picture
Board Members May Not Withhold Notice of Meeting From A Director

Description:
VGS, Inc. v. Castiel; Mangers that fail to provide notice to all board members of their intent to hold a meeting or seek consent to a written resolution violate their fiduciary duties to each other.

Select Usage (details) :



LLC Agreement May Define Member Duties cartoons image illustration picture
LLC Agreement May Define Member Duties

Description:
Fisk Ventures, LLC v. Segal; Because LLCs are not creature of state but of contract, duties and obligations of the LLC members are as set forth in the LLC agreement; implied covenant of good faith and fair dealing; post hoc; sine qua non.

Select Usage (details) :



Question of Fact On Summary Judgment Not Allowed cartoons image illustration picture
Question of Fact On Summary Judgment Not Allowed

Description:
Anderson v. Wilder; A majority shareholder of an LLC stands in a fiduciary relationship to the minority; expulsion.

Select Usage (details) :



LLC Agreement Controls Disassociation cartoons image illustration picture
LLC Agreement Controls Disassociation

Description:
Lieberman v. Wyoming.com LLC; The operating agreement of an LLC determines the rights and obligations of the members with regard to a member who has disassociated from the LLC.

Select Usage (details) :



Can Oust LLC Member and Continue LLC cartoons image illustration picture
Can Oust LLC Member and Continue LLC

Description:
Dunbar Group, LLC v. Tignor; Only when present circumstances show that it is not reasonably practicable to carry on company's business in accord with articles of organization and any operating agreement may court order dissolution of LLC.

Select Usage (details) :



Assignment of Partnership Rights cartoons image illustration picture
Assignment of Partnership Rights

Description:
Bauer v. Blomfield Co.; An assignment of a partner's right, title, and interest in a partnership does not make the assignee a partner.

Select Usage (details) :



Dissolution of Partnership Requires Liquidation cartoons image illustration picture
Dissolution of Partnership Requires Liquidation

Description:
McCormick v. Brevig; In dissolution because it is no longer reasonably practicable for a partnership to carry on its business, the partnership assets must be liquidated and the net surplus in cash must be distributed to the partners.

Select Usage (details) :



Wind Up Of A Partnership cartoons image illustration picture
Wind Up Of A Partnership

Description:
Farnsworth v. Deaver; When a partnership is winding up, a partner with a negative balance in his or her capital account must repay that negative balance and return the account to zero.

Select Usage (details) :



Internal Affairs Doctrine cartoons image illustration picture
Internal Affairs Doctrine

Description:
Friese v. Superior Court; Laws that regulate securities trading do not relate to the internal affairs of a corporation, so lawsuits relating to the sales of securities are not governed solely by the state of incorporation.

Select Usage (details) :



Unfair Conduct In Corporate Election cartoons image illustration picture
Unfair Conduct In Corporate Election

Description:
Portnoy v. Cryo-Cell International, Inc.; Unfair and inequitable conduct during a corporate election is a breach of fiduciary duty that can taint the election and justify its outcome being overturned.

Select Usage (details) :



Derivative Suits On Behalf Of Limited Liability Companies cartoons image illustration picture
Derivative Suits On Behalf Of Limited Liability Companies

Description:
Tzolis v. Wolff; Derivative suits on behalf of limited liability companies are allowed, based on the importance of the derivative suit in corporate law, and no evidence the Legislature intended to abolish in the Limited Liability Company Law.

Select Usage (details) :



Dissolution Of A Limited Liability Company cartoons image illustration picture
Dissolution Of A Limited Liability Company

Description:
In the Matter of 1545 Ocean Avenue, LLC; A petitioner who seeks dissolution of an LLC must establish, in the operating agreement or articles of incorporation, that management is unable or unwilling to permit or promote the stated purpose.

Select Usage (details) :



Exit Provisions Of A Limited Liability Company cartoons image illustration picture
Exit Provisions Of A Limited Liability Company

Description:
Haley v. Talcott; Contractual provisions in an LLC agreement that provide a mechanism for a member to exit will be enforced only if they equitably effect the separation of the parties.

Select Usage (details) :



Business Judgment Rule  Requires Good Faith cartoons image illustration picture
Business Judgment Rule Requires Good Faith

Description:
Gantler v. Stephens; The business judgment rule will not apply if directors' actions are motivated by self-interest, rather than the good faith pursuit of a legitimate corporate interest.

Select Usage (details) :



No Exoneration For Disloyal Directors cartoons image illustration picture
No Exoneration For Disloyal Directors

Description:
Sutherland v. Sutherland; A provision in a corporate charter that purports to exonerate directors from breach of loyalty claims is unenforceable.

Select Usage (details) :



Incentive Stock Option Plan cartoons image illustration picture
Incentive Stock Option Plan

Description:
In re Tyson Foods, Inc. (Tyson I); Directors may not ask for shareholder approval of an incentive stock option plan and then later to distribute shares in such a way as to undermine the objectives of that plan.

Select Usage (details) :



Shareholder Approved Stock Option Plan cartoons image illustration picture
Shareholder Approved Stock Option Plan

Description:
Ryan v. Gifford; The intentional violation of a shareholder approved stock option plan, coupled with fraudulent disclosures, constitutes conduct that is disloyal to the corporation and is therefore an act in bad faith.

Select Usage (details) :



Directors Must Favor Common Stockholders cartoons image illustration picture
Directors Must Favor Common Stockholders

Description:
In re Trados Inc. Shareholder Litigation; When the interests of common stockholders diverge from preferred stockholders, the directors of a corporation have a duty to exercise their discretion in favor of the interests of common stockholders.

Select Usage (details) :



Secondary Actors Liability For Securities Fraud cartoons image illustration picture
Secondary Actors Liability For Securities Fraud

Description:
Pacific Investment Management Co. LLC v. Mayer Brown LLP; Attribution of false statements to a secondary actor is required in order to hold that actor liable for securities fraud under Rule 10b-5.

Select Usage (details) :



Securities Laws and False Statements cartoons image illustration picture
Securities Laws and False Statements

Description:
Pugh v. Tribune Co.; A participant in a fraudulent scheme is not liable under the securities laws unless he or she had a role in preparing or disseminating false statements.

Select Usage (details) :



Reliance On A Failure To Disclose cartoons image illustration picture
Reliance On A Failure To Disclose

Description:
Affiliate Ute Citizens v. United States; When liability under Rule 10b-5 is predicated on a defendant's failure to disclose a material fact, positive proof of reliance is not a prerequisite to recovery.

Select Usage (details) :



Fraud Claims Must Allege Loss cartoons image illustration picture
Fraud Claims Must Allege Loss

Description:
Metzler Investment Gmbh v. Corinthian Colleges, Inc.; A complaint for securities fraud must allege loss causation, so that the defendant is provided notice of what the relevant economic loss might be or the causal connection.

Select Usage (details) :



Acquisition Tender Offer By Controlling Shareholder cartoons image illustration picture
Acquisition Tender Offer By Controlling Shareholder

Description:
In re Pure Resources, Inc. Shareholder Litigation; Acquisition tender offer by a controlling shareholder must be non-coercive: non-waivable majority of the minority tender condition; consummate a prompt short-form merger; no retributive threats.

Select Usage (details) :



Defensive Measures Against Corporate Takeovers cartoons image illustration picture
Defensive Measures Against Corporate Takeovers

Description:
Air Products & Chemicals, Inc. v. Airgas, Inc.; Defensive measures against takeovers are not impermissibly preclusive if they delay a bidder from obtaining control of a board as long as obtaining control in the future is realistically attainable.

Select Usage (details) :



Assignment of Public Debt cartoons image illustration picture
Assignment of Public Debt

Description:
Sharon Steel Corp. v. The Chase Manhattan Bank; Boilerplate successor obligor clauses do not permit assignment of the public debt to another party in the course of a liquidation unless to a single purchaser.

Select Usage (details) :



Implied Covenants In A Bond Indenture cartoons image illustration picture
Implied Covenants In A Bond Indenture

Description:
Metropolitan Life Insurance Company v. RJR Nabisco, Inc.; When there is no express covenant restricting the incurring of new debt, and no perceived direction to that end from the express covenants, the court will not imply a covenant.

Select Usage (details) :



Separate Counsel In Derivative Action cartoons image illustration picture
Separate Counsel In Derivative Action

Description:
Bell Atlantic v. Bolger; A derivative action that alleges only a breach of the duty of care, and not a breach of the duty of loyalty, does not require separate legal representation of the corporate plaintiff and the management defendants.

Select Usage (details) :



Cost Recovered In A Derivative Action cartoons image illustration picture
Cost Recovered In A Derivative Action

Description:
West Hills Farms v. RCO AG Credit, Inc.; When the court requires a plaintiff in a derivative action to post a bond for the defendant's anticipated attorney's fees and costs, the defendant may not recover costs or fees greater than that bond.

Select Usage (details) :



Relationship Corporation and Bondholders Is Contractual cartoons image illustration picture
Relationship Corporation and Bondholders Is Contractual

Description:
Katz v. Oak Industries, Inc.; The relationship between a corporation and its bondholders is contractual in nature, and the rights and obligations of the parties will be spelled out in the documentation of that relationship.

Select Usage (details) :



Dividends Are At Discretion of Board cartoons image illustration picture
Dividends Are At Discretion of Board

Description:
Baron v. Allied Artists Picture Corporation; When and in what amounts dividends will be declared rests in the honest discretion of the directors, assuming the absence of fraud or a gross abuse of discretion.

Select Usage (details) :



LLC Agreement cartoons image illustration picture
LLC Agreement

Description:
Achaian, Inc. v. Leemon Family LLC; parties to an LLC have substantial authority to shape their own affairs, and any conflicts between the LLC Act and their agreement will be resolved in favor of the agreement.

Select Usage (details) :



Aleynikov v. Goldman Sachs Group, Inc. cartoons image illustration picture
Aleynikov v. Goldman Sachs Group, Inc.

Description:
Delaware corporate law authorizes the indemnification of an officer's legal expenses when the officer has been successful in the underlying proceeding, as well as the advancement of expenses in pending proceedings.

Select Usage (details) :



Termination of Minority Shareholder cartoons image illustration picture
Termination of Minority Shareholder

Description:
Gallagher v. Lambert; A minority shareholder in a close corporation who agrees to the repurchase of his shares upon termination of employment acquires no right against at-will discharge.

Select Usage (details) :



Disinterested Board Members cartoons image illustration picture
Disinterested Board Members

Description:
Gordon v. Goodyear; a shareholder derivative action must state with particularity any effort made by the plaintiff to obtain the desired action from the directors and the reasons for not obtaining the action or making the effort.

Select Usage (details) :



Preliminary Injunction Requirements cartoons image illustration picture
Preliminary Injunction Requirements

Description:
In re El Paso Corp. Shareholder Litigation; to obtain a preliminary injunction, must demonstrate (1) a reasonable probability of success on the merits, (2) will suffer irreparable harm, and (3) the balance of the equities

Select Usage (details) :



Dissolution By Minority Shareholders cartoons image illustration picture
Dissolution By Minority Shareholders

Description:
In re Kemp and Beatley, Inc.; minority shareholders may dissolve a close corporation to redress oppressive actions arising from the award of de facto dividends to all but minority shareholders.

Select Usage (details) :



Employment At Will cartoons image illustration picture
Employment At Will

Description:
Merola v. Exergen Corp.; employment at will permits termination without cause, even in a close corporation.

Select Usage (details) :



Minority Shareholder Rights cartoons image illustration picture
Minority Shareholder Rights

Description:
Nixon v. Blackwell; absent specific contractual provisions, a minority shareholder is not entitled to relief from majority approved corporate actions in a closely held corporation. Elect close corporation status.

Select Usage (details) :



Proper Purpose cartoons image illustration picture
Proper Purpose

Description:
Paul v. China MediaExpressHoldings, Inc.; shareholder may inspect the books and records of a corporation to investigate fraud and mismanagement, and the ability of the board to act independently and in good faith.

Select Usage (details) :



Dissociation From Partnership cartoons image illustration picture
Dissociation From Partnership

Description:
Saint Alphonsus Diversified Care, Inc. v. MRI Associates, LLP; dissociation from a partnership is wrongful only if it is in breach of an express provision of the partnership agreement.

Select Usage (details) :



Dead Hand Provision cartoons image illustration picture
Dead Hand Provision

Description:
Carmody v. Toll Brothers, Inc.; A dead hand provision in a poison pill rights plan is both invalid as ultra vires and because it constitutes a breach of fiduciary duty.

Select Usage (details) :



Unsigned LLC Agreement cartoons image illustration picture
Unsigned LLC Agreement

Description:
Elf Atochem North America, Inc. v. Jaffari; a limited liability company (LLC) is bound by the operating agreement signed by some members and that defines the LLC's governance and operation, even if the LLC itself did not sign.

Select Usage (details) :



Majority Of The Minority Vote cartoons image illustration picture
Majority Of The Minority Vote

Description:
In re MFW Shareholders Litigation; business judgment rule standard of review applies to controlling stockholder merger if procedural safeguards followed; majority of the minority stockholder approval. Going private transaction.

Select Usage (details) :



Deceptive Device or Contrivance cartoons image illustration picture
Deceptive Device or Contrivance

Description:
S.E.C. v. Dorozhko; Computer hacking could be a deceptive device or contrivance prohibited by Section 10(b) and Rule 10b-5, regardless of whether it is accompanied by a breach of fiduciary duty.

Select Usage (details) :



Special Litigation Committee cartoons image illustration picture
Special Litigation Committee

Description:
Boland v. Boland Trane Associates, Inc.; Although an SLC's substantive decisions are presumed reasonable, there is no presumption that the SLC was independent, acted in good faith, or followed reasonable procedures.

Select Usage (details) :



Doctrine of Corporate Opportunity cartoons image illustration picture
Doctrine of Corporate Opportunity

Description:
Broz v. Cellular Information Systems, Inc.; corporate fiduciary generally must place the corporation's interests before his own, but here no valid expectancy interest and did not usurp any corporate opportunity.

Select Usage (details) :



Imputed Knowledge cartoons image illustration picture
Imputed Knowledge

Description:
Carter v. Gugliuzzi; the knowledge of an agent acting within the scope of his or her authority is chargeable to the principal, regardless of whether that knowledge is actually communicated. Scope of employment.

Select Usage (details) :



Limited Liability Company Operating Agreement cartoons image illustration picture
Limited Liability Company Operating Agreement

Description:
Elf Atochem North America, Inc. v. Jaffari; a limited liability company is bound by the operating agreement signed by some members and that defines the LLC's governance and operation, even if the LLC itself did not sign.

Select Usage (details) :



LLC Apparent Authority cartoons image illustration picture
LLC Apparent Authority

Description:
Estate of Collins v. Geist; A manager of an LLC has the apparent authority to bind the LLC when he executes in its name an instrument for carrying on, in the usual way, its business or affairs. Limited Liability Company.

Select Usage (details) :



Follow Corporate Bylaws cartoons image illustration picture
Follow Corporate Bylaws

Description:
Fogel v. U.S. Energy Systems, Inc.; mere congregation of a corporation's directors in same room does not necessarily result in a board meeting, and does not obviate the need for adherence to corporate bylaws and General Corporation Law.

Select Usage (details) :



Claim For Attorney's Fees cartoons image illustration picture
Claim For Attorney's Fees

Description:
Freedman v. Adams; when the underlying shareholder claim is invalid, so is the shareholder's claim for attorneys' fees.

Select Usage (details) :



LLC Fiduciary Duties cartoons image illustration picture
LLC Fiduciary Duties

Description:
Gatz Props., LLC v. Auriga Capital Corp.; Magic words like "entire fairness" or "fiduciary duties" are not required to impose fiduciary standards of conduct as a contractual matter.

Select Usage (details) :



Irrevocable Proxy cartoons image illustration picture
Irrevocable Proxy

Description:
Haft v. Haft; Under Delaware corporation law, an interest sufficient to support an irrevocable proxy must either be an interest in the stock itself or an interest in the corporation generally, such as being CEO.

Select Usage (details) :



Usurp Corporate Investment Opportunity cartoons image illustration picture
Usurp Corporate Investment Opportunity

Description:
In re eBay, Inc. Shareholders Litigation; The fiduciary duty of loyalty requires directors and officers to offer investment opportunities derived from corporate business to the corporation before acting on them individually. Self dealing.

Select Usage (details) :



Pleading Standards cartoons image illustration picture
Pleading Standards

Description:
In re Massey Energy Company Derivative and Class Action Litigation; application of plaintiff-friendly pleading standards usually precludes a dismissal of their claims at the pleading stage.

Select Usage (details) :



Majority Shareholder Fiduciary Duty cartoons image illustration picture
Majority Shareholder Fiduciary Duty

Description:
Jones v. H.F. Ahmanson & Co.; Majority shareholders have a fiduciary responsibility to the minority and to the corporation to control the corporation in a fair, just, and equitable manner. All shareholders must benefit proportionately.

Select Usage (details) :



Employee Stockholder Rights cartoons image illustration picture
Employee Stockholder Rights

Description:
Jordan v. Duff & Phelps, Inc.; If a closely held company withholds from an employee-stockholder material information about possible increases in stock value in breach of its fiduciary duty, the employee-stockholder may be entitled to damages.

Select Usage (details) :



Going Private Merger Standard of Review cartoons image illustration picture
Going Private Merger Standard of Review

Description:
Kahn v. M & F Worldwide Corp.; business judgment standard of review governs going private mergers with a controlling stockholder if independent special committee and informed vote of a majority of the minority stockholders.

Select Usage (details) :



Torts By Attorney cartoons image illustration picture
Torts By Attorney

Description:
Koutsogiannis v. BB&T; clients can be held liable for its attorney's actions taken within the scope of representation, including possible torts

Select Usage (details) :



Business Entity Choice cartoons image illustration picture
Business Entity Choice

Description:
Meyer v. Oklahoma Alcoholic Beverage Laws Enforcement Commission; the type of business entity chosen may affect the types of business that can be conducted by the entity if it affect the licenses the entity may obtain.

Select Usage (details) :



Distinct Legal Entity cartoons image illustration picture
Distinct Legal Entity

Description:
3519-3513 Realty, LLC v. Law; a limited liability company and its sole member are distinct legal entities.

Select Usage (details) :



Managing Co-Member Fiduciary Duty cartoons image illustration picture
Managing Co-Member Fiduciary Duty

Description:
Salm v. Feldstein; a managing co-member of an LLC owes the other members a fiduciary duty to make full disclosure of all material facts. Self dealing. Usurp corporate opportunity.

Select Usage (details) :



Director Duty of Loyalty cartoons image illustration picture
Director Duty of Loyalty

Description:
Shocking Technologies, Inc. v. Kosowsky; a director acting in subjective good faith may nevertheless breach his duty of loyalty.

Select Usage (details) :



Attorney Apparent Authority cartoons image illustration picture
Attorney Apparent Authority

Description:
Speed v. Muhanna; an attorney of record has apparent authority to enter into an agreement on behalf of his client, and the agreement is enforceable against the client by other parties.

Select Usage (details) :



Director Liability for Employee Misconduct cartoons image illustration picture
Director Liability for Employee Misconduct

Description:
Stone v. Ritter; In the absence of red flags alerting corporate directors to misconduct, good faith is measured by the directors' actions to assure that a reasonable reporting and information system exists.

Select Usage (details) :



Common Fund Fee Award cartoons image illustration picture
Common Fund Fee Award

Description:
Sugarland Ind., Inc. v. Thomas; when services provided by shareholders and their counsel result in a financial benefit to the corporation, they are entitled to a fair fee. Common fund method. Lodestart method.

Select Usage (details) :



Award of Attorneys' Fees cartoons image illustration picture
Award of Attorneys' Fees

Description:
Tandycrafts, Inc. v. Initio Partners; In corporate litigation, the court may order the payment of counsel fees and related expenses to a plaintiff whose efforts resulted in the creation of a common fund or the conferring of a corporate benefit.

Select Usage (details) :



LLC or Corporation cartoons image illustration picture
LLC or Corporation

Description:
Weinstein v. Colborne Foodbotics LLC; An LLC is distinct from a corporation and is not governed by the Colorado Business Corporation Act or case law decided thereunder.

Select Usage (details) :



Manhattan Eye, Ear and Throat Hospital v. Spitzer cartoons image illustration picture
Manhattan Eye, Ear and Throat Hospital v. Spitzer

Description:
In order to obtain judicial approval of a sale of all or substantially all of non-profit corporation assets, the board must show that consideration and terms of transaction are fair and that purposes of corporation will be promoted.

Select Usage (details) :