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22 Cards in this Set
- Front
- Back
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Drive in Development
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Documents stamped with corporate seal bind corporation by estoppel
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Lee v. Jenkins Brothers
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Third parties can rely on president' apparent authority
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Proxy - In the Matter of Caterpillar, Inc
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Test for whether MD&A disclosures are required : Where a trend, demand, commitment, event, or uncertainty, is know..
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TSC Indux
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An omitted fact is material under 14a9 if there is a substantial
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Rachmann v. Mobil
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Can't oppose management on issues relating to an election
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United Paperworkers
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Court essentially rewrote a shareholder proposal
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Malone v. Brincat
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Directors who knowingly disseminate false info that results in corporate injury or damage to an individual shareholder violate their fiduciary duty. Fiduciary duties are both to shareholder and corporation.
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Marciano v. Nakash
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Intrinsic fairness is enough to sanitize an interested transaction
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Heller v. Boylan
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Huge salaries aren't waste if stockholders have approved them!
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Brehm 2
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Middle standard of bad faith : non-exculpale, non-indemnifiable disregard for duty, intentional disregard of duties, conscious disregard for responsibilities. Waste - no person of ordinary sound judgment would think it was a good deal.
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Sinclair v. Levien
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Use test of intrinsic fairness when there is self-dealing between fairness and subsidiary.
Self-dealing - when the parent dominates the subsidiary in such a way that the parent receives something from it to the detriment of minority shareholders. |
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Weinberger
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When directors of a Delaware corpoartion are on both sides of a transaction, they are required to demonstrate UTMOST GOOD FAITH. Two parts - fair dealing (full disclosure, robust negotions), fair price
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,Ernst and Ernst v. Hochfelder
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Scienter is required in 10b5 cases
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Denver Bank
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Aiding and abetting claims aren't valid under 10b5
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In Re USACAFES
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Directors of a corporate general partner owe a fiduciary duty to a limited partnership
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KE property management, LP
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When limited partners act like a general partner, then they have fiduciary duties
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KUS v. Irving, LLP
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Basically, according to statute, two partners were not responsible for the negligence caused by a third party. Benefit from misdeeds issue?
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Elderer v. Gursky LLP
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LLP statutes do not shield general partners in an LLP from personal liability for breaches of the partnership's obligation TO EACH OTHER
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Taghipour
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More specific statute rules
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Kaycee
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Piercing is OKAY in LLC!
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VGS Inc v. Castiel
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Fiduciary duty will be inferred by a court in situations where there is TECHNICAL compliance with the statute/operating agreement.
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Anderson v. Wilder
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Fiduciary duties still control in Tenn, override statutes.
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