Reporting on Judicial Decisions of Significance to Business & Shareholders
The Court denied Defendant’s motion to dismiss Plaintiff’s unfair and deceptive practices claim. It rejected the argument that the matter before the Court was simply a private dispute which did not implicate the consuming public or the general marketplace, and was therefore not "in commerce."
The Court held that the statute reaches "derivative claims arising…
Claims against the lender which had financed an acquisition gone awry were barred by the exculpatory provisions of a subordination agreement. Georgia law applied, and Georgia law permits one contracting party to waive all recourse in the event of breach by the other. The exculpatory provision was valid and an absolute defense to plaintiffs’ claims…
Plaintiff sought to enjoin a merger. He alleged that the defendants, directors of the company to be acquired, had breached their fiduciary duties by failing to disclose pertinent information to the shareholders, failing to maximize shareholder value, and agreeing to a coercive and unreasonable termination fee.
The Court noted that it was uncertain whether plaintiff…
Plaintiffs were not entitled to pursue a derivative action, because they were not shareholders of the company at the time of the acts complained of. One of the defendants was a trust, to which a shareholder of the company had transferred shares. The Court held that the trust, as transferee, could not maintain the action…
Claims of limited partners against general partner were derivative, not direct. Limited partners cannot bring an individual action against a general partner in the absence of an injury to the limited partner that is "separate and distinct" to him or that arose from a breach of a "special duty" owed to the limited partner by…
The Court found that plaintiff was an inadequate representative to lead a derivative action. A derivative action plaintiff has fiduciary obligations to the company on whose behalf he brings a suit. This plaintiff had no experience in litigation, no involvement in the suit, and only a small stake in the company. On the point of plaintiff’s…
This was round two in this derivative action, in which the Court had previously held that the involvency of the general partners of a North Carolina partnership and a Delaware partnership did not excuse the need for a plaintiff to make a demand before filing a derivative action. The former derivative plaintiff then took steps…
This case concerned the right of a limited partner to bring a derivative action against two partnerships. As one partnership was a North Carolina entity, and the other a Delaware entity, the Court considered the law of both states. The law of both states excuses demand in the event of futility in the case of…
The Court considered yet another derivative action plaintiff who had failed to make the demand required under Delaware law. The Court held that the plaintiff had failed to establish demand futility based on his claim that the outside directors were insufficiently disinterested to have properly considered a demand.
Plaintiff’s claim that one of the outside…
The Court dismissed a series of shareholder derivative actions due to plaintiffs’ failure to make the required demand under Delaware law. Since the shareholders did not attack a specific action of the board, the Court undertook to determine "whether any of the directors were rendered ‘interested’ by any of the conduct alleged and, if so…