The Fourth Circuit delivered a lump of coal right before Christmas to a Wachovia shareholder whose 100,000 shares of the Bank’s stock, once worth about $5.6 million, sank into near worthlessness when Wachovia failed. The case, decided December 23rd, is Rivers v. Wachovia Corp., and it affirms the dismissal of all of Rivers’ claims.
Another Preliminary Injunction For Breach Of Fiduciary Duty
For the second time in a space of two weeks, the Business Court granted a motion for a preliminary injunction against an LLC member/manager as a result of breaches of fiduciary duty. The first case was GoRhinoGo, LLC v. Lewis, which I blogged about last week, and the second case, decided last Thursday, was
Court of Appeals Affirms Business Court Dismissal of Meiselman Claim by Shareholder’s Estate
On Tuesday, the Court of Appeals affirmed the Business Court’s award of summary judgment against a shareholder of three private corporations in High Point Bank & Trust Co. v. Sapona Manufacturing, Inc. We wrote about the Business Court’s ruling last year, but here’s the quick recap: The estate of a woman who was the daughter
You’d Better Have A Real Expert If You Are Making A Malpractice Claim In The Business Court
The Business Court dismissed a legal malpractice claim right before Thanksgiving last week in Inland American Winston Hotels, Inc. v. Winston, 2010 NCBC 19. Judge Tennille found Plaintiff’s expert, a Duke Law School professor, to be incompetent to testify to the Defendant lawyer’s alleged breach of his duty of care.
The claimed malpractice
A Tale of Reluctant Reconsideration in the Business Court
In what Judge Tennille described as a "close case," the Business Court reconsidered and reversed the prior dismissal of a breach of fiduciary duty claim, but the principles it outlined should not give litigants high hopes for reconsideration motions in general.
Charlotte-Mecklenburg Hospital Authority v. Wachovia Bank, N.A. involved an investor suing its advisors over investments
Bostic Update: Bankruptcy Court Allows Business Court Claims to Proceed
The insolvency of prominent contractor Bostic Construction, Inc. has been a fertile source of Business Court litigation over the last couple of years in three cases against the company’s officers and directors. A recent Bankruptcy Court decision from the Middle District permits the Business Court cases to proceed, holding that they are not barred by
No Meiselman Claim for the Not-So-Closely-Held Business
For almost 30 years, minority shareholders in North Carolina have sought relief from corporate oppression via so-called Meiselman actions. An important Business Court opinion released Tuesday discusses the limits of Meiselman claims, which will be less appropriate the larger the number of shareholders and the greater the corporate governance in operation.
In the Meiselman case
Business Court Awards Nominal Damages After Noncompete Bench Trial
An award of damages for breach of a noncompete agreement, like any other damages award, requires evidentiary support. In a judgment issued yesterday after a bench trial, the Business Court awarded the plaintiffs nominal damages absent such evidence.
In HILB Rogal & Hobbs Co. v. Sellars, the Court faced a common factual scenario: a former vice president
Supreme Court Rejects Chapter 75 Claim Between Partners
In modern business litigation in North Carolina, it is increasingly rare to see a complaint that does not contain a claim under G.S. § 75-1.1 for unfair or deceptive trade practices. Courts that have prevented the statute from having almost unlimited application have done so by determining that particular activities are not "in or affecting
Business Court Blockbuster: If You Only Read One Corporate Governance Case This Year, Make It This One
I’m not sure we’ve ever had the opportunity to describe a Business Court opinion as "epic" before, but here we are. On Friday, in State v. Custard, the Court delivered a 70-page, 4-appendix opinion that’s the corporate governance equivalent of The Ten Commandments or Ben-Hur. 
In addition to a thorough discussion of directors’ duties under North Carolina and Delaware law, the opinion answers four previously unanswered questions posed in the Robinson on North Carolina Corporation Law treatise that occupies a prominent shelf in every North Carolina business lawyer’s library.
Custard was a breach of fiduciary duty case brought by the Commissioner of Insurance as the liquidator of Commercial Casualty Insurance Company of North Carolina ("CCIC") against three directors of CCIC. To make a long story short, CCIC focused on "artisan" liability insurance policies for small contractors and tradesmen in California. For a period of time, it also offered non-standard auto policies in North Carolina and redomesticated itself from Georgia to North Carolina in 2001, thus becoming subject to NCDOI regulation. In hindsight, CCIC set its premiums too low and wrote too many policies. As the Court tactfully phrased it, "CCIC’s growth outperformed the Company’s ability to generate policyholder surplus." It became insolvent in 2004.
Key points from Judge Tennille’s opinion include: