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Get Stu's Views by email > Cartoons, -> Corporations Cartoons Glassman v. Unocal Exploration Corporation (Read case) Description: minority shareholders appraisal fair value shares statutory short form merger controlling fiduciaries parent corporation duty of entire fairness corporate subsidiary Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Hollinger, Inc. v. Hollinger International, Inc. Description: sale substantially all of a corporation s assets quantititave qualitative analysis shareholders right to vote Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Kahn v. Lynch Communications Systems, Inc. Description: burden of proving fairness merger majority or controlling shareholders fiduciary duty arms length Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Northmon Investment Company v. Milford Plaza Association Description: ordinary partnership business unauthorized transactions equal rights management conduct Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Omnicare, Inc. v. NCS Healthcare, Inc. Description: defensive devices merger reasonably related perceived threat Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 RNR Investments L.P. v. Peoples First Community Bank Description: general partner ordinary course of partnership business actual authority apparent authority Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Saito v. McKesson HBOC, Inc. Description: right to inspect corporate books and records reasonably related derivative action Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Securities and Exchange Commission v. Edwards (Read case) Description: securities defined federal securities laws investment scheme fixed rate of return investment contract Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Securities and Exchange Commission v. Zanford (Read case) Description: common law fraud federal securities laws 10(b) rule 10b5 securities act of 1933 Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 The Wharf (Holdings) Limited v. United International Holdings, Inc. (Read case) 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Tooley v. Donaldson, Lufkin and Jenrette, Inc. Description: ordinary partnership business unauthorized transactions equal rights management conduct Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Schnell v. Chris Craft Industries, Inc. Description: Inequitable action, amend its by laws board of directors Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Liggett Company v. Lee Description: state restrictions on incorporation Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 First National Bank of Boston v. Bellotti Description: corporate political speech first amendment t referendum Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Austin v. Michigan Chamber of Commerce Description: prevention of corruption political process compelling state interest political speech narrowly tailored Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 CTS Corporation v. Dynamics Corporation of America Description: state law restrictions acquire control federal law commerce clause. target corporation tender offer williams act Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Amanda Acquisition Corporation v. Universal Foods Corporation Description: states regulate mergers the commerce clause shell corporation Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Dodge v. Ford Motor Company Description: motives board of directors shareholders dividend Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Kahn v. Sullivan Description: director charitable contributions best interests of the corporation the business judgment rule Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Jesse by Reinecke v. Danforth Description: incorporating create a personal attorney client relationship entity rule conflict of interest Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Equity Linked Investors, L.P. v. Adams Description: board of directors owes duty of good faith stockholders Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Klang v. Smith Food and Drug Centers, Inc. Description: directors valuation decisions deference capital surplus donated surplus unearned surplus Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Dodge v. Ford Motor Company Description: directors declare dividends bad faith, willful neglect, abuse of discretion. close corporation Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Kamin v. American Express Company Description: actionable course of action action for damages board of directors Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Securities and Exchange Commission v. SG Ltd. Description: substance of a transaction securities laws apply pyramid scheme Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Walkovszky v. Carlton Description: corporate form fraud alter ego rule piercing the corporate veil Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Radaszewski v. Telecom Corporation Description: insurance coverage piercing of the corporate veil improper purpose parent shell subsidiary corporation Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Freeman v. Complex Computing Company Inc. Description: equitable owner pierce the corporate veil Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Kinney Shoe Corporation v. Polan Description: shield shareholders personal liability corporate formalities undercapitalization Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 OTR Associates v. IBC Servicies, Inc. Description: parent corporation shell corporation pierce the corporate veil separate existence conduit Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Hariton v. Arco Electronics, Inc. Description: sale of all corporate assets de facto merger Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Gimbel v. Signal Companies, Inc. Description: shareholder approval sale quantitatively qualitatively corporate assets Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Auer v. Dressel Description: shareholders initiate amendments articles bylaws elect directors remove for cause Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 International Brotherhood of Teamsters General Fund v. Fleming Companies Description: certificate of incorporation authority shareholder rights plans certified question Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Campbell v. Loew, Inc. Description: harrassment deliberate obstruction director removal for cause proxy Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Blasius Industries, Inc. v. Atlas Corporation Description: shareholders right to vote corporate democracy elect Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Quickturn Design Systems, Inc. v. Shapiro Description: directors manage corporate affairs best interests of the shareholders business judgment ficuciary duty Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Long Island Lighting Company v. Barbash Description: proxy regulations newspapers direct and indirect communications proxies Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Lovenheim v. Iroquois Brands, Ltd. Description: noneconomic interests shareholder proposal omit proxy materials Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 J.I. Case Company v. Borak Description: proxy materials false and misleading statements private right of action fiduciary duty rescission Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 TSC Industries, Inc. v. Northway, Inc. Description: proxy omission not material substantial likelihood reasonable shareholder Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Mills v. Electric Auto Lite Company Description: materiality causality misstatement omission Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Virginia Bankshares, Inc. v. Sandberg (Read case) Description: directors opinions proxy statement rule 14a 9 and 14(a) knowingly false causation Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Santa Fe Industries, Inc. v. Green Description: Parent merge subsidiary, Delaware short form merger statute ninety percent RULE 10b 5 Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Malone v. Brincat Description: directors owe a duty of loyalty and good faith disclosures knowingly disseminate false information fiduciary derivative action Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Waltuch v. Conticommodity Services, Inc. Description: articles of incorporation indemnification employee act in good faith indemnity Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Remillard Brick Company v. Remillard Dandini Company Description: directors fiduciaries fiduciary relationship common benefit fiduciary duty Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Orman v. Cullman Description: presumption of loyalty lacked independence. business judgment rule duty of loyalty Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Lewis v. Vogelstein Description: shareholder ratification ratify a transaction directors material conflict of interest corporate waste. agency agent principal quorum ratification Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Lewis v. Vogelstein Description: stock options waste analysis shareholder ratifications constituted waste constructive fraud Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Kahn v. Lynch Communications Systems, Inc. Description: majority controlling shareholders fairness merger fiduciary duty Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Perlman v. Feldmann Description: premium m transfer of a corporate asset Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Jones v. H.F.Ahmanson and Company Description: majority shareholders transfer control of a corporation premium fiduciary responsibility appraisal dividend Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Essex Universal Corporation v. Yates Description: contract to sell a controlling interest control board of directors. collateral agreement doctrine Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Aronson v. Lewis Description: conclusory statements futility demand on the board first demand redress business judgment rule Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Zapata Corporation v. Maldonado Description: disinterested committee investigate litigation derivative claim Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Einhorn v. Culea Description: director independence special litigation committee independent directors. Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Goodwin v. Agassiz Description: corporate officers directors fiduciary duty corporation individual shareholders Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Diamond v. Oreamuno Description: directors and officers inside information own benefit derivative action insider trading Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Securities and Exchange Commission v. Texas Gulf Sulphur Company Description: trading material inside information disclose abstain disgorgement securities exchange act of 1934 Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Chiarella v. United States Description: nondisclosure fraud duty to speak Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Dirks v. Securities and Exchange Commission Description: insider trading aid and abet scienter quid pro quo Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 United States v. OHagan (Read case) Description: misappropriation confidential information fraud ethical wall misappropriation theory Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Basic Inc. v. Levinson Description: material information reasonable investor substantial likelihood reasonable shareholder Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Basic Inc. v. Levinson Description: presumption of reliance on misleading material statements market fraud on the market principle rebuttable presumption Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 MM Companies, Inc. v. Liquid Audio, Inc. Description: compelling justification defensive measure board actions. Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Smith v. Atlantic Properties, Inc. Description: minority shareholder fiduciary duty majority shareholders close corporation dividend Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Concord Auto Auction, Inc. v. Rustin Description: shareholder agreements close corporation specific performance Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Nixon v. Blackwell Description: close corporation elected articles of incorporation Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Matter of Kemp and Beatley, Inc. Description: minority shareholders seek dissolution de facto dissolution oppression Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Miller v. McDonald's Corp. Description: franchisees negligence franchisor liable retains a right of control actual agency apparent agent franchise Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Moren ex rel. Moren v. Jax Restaurant Description: partnership business indemnify the partnership ordinary course of partnership business Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Disotell v. Stiltner Description: buyout fair market value wind up partnership dissolution economic waste liquidation winding up Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 In Re Oracle Corp. Derivative Litigation Description: directors lack of independence Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 In Re eBay, Inc. Shareholders Litigation Description: fiduciary duty of loyalty aiding and abetting usurp corporate opportunity doctrine self-dealing Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Robinson v. Glynn Description: ordinary business transactions common characteristics of stock corporation limited liability company security Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Haley v. Talcott Description: contractual dissolution mechanism adequate separation of interests limited liability company liquidation Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Bove v. Community Hotel Corp. of Newport, R.I Description: Validity of a corporate act. Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Ross A. Wilson v. Louisiana Pacific Resources, Inc. Description: Cumulative voting; straight voting; home state corporation. Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 McDermott Inc. v. Lewis Description: Full faith and credit clause; internal affairs doctrine Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 VantagePoint Venture Partners 1996 v. Examen, Inc. Description: Internal affairs doctrine; choice of law principle. Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Ryan v. Gifford Description: Backdate stock option; fraudulent disclosures. Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Theberge v. Darbro, Inc. Description: Alter ego, pierce the corporate veil. Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Summit Properties, Inc. v. New Technology Electrical Contractors, Inc. Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Haley v. Talcott Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Marathon Partners L.P. and Furtherfield Partners L.P. v. M&F Worldwide Corporation Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Polygon Global Opportunities Master Fund v. West Corporation Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Deephaven Risk Arb Trading Ltd. v. UnitedGlobalCom, Inc. Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 American Federation of State, County & Municipal Employees, Employees Pension Plan v. American International Group, Inc. Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Virginia Bankshares, Inc. v. Sandberg Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 In re eBay, Inc. Shareholders Litigation Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Stone v. Ritter Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 ATR-Kim Eng Financial Corp. v. Araneta Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 In re The Walt Disney Co. Derivative Litigation (Disney II) Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 In re The Walt Disney Co. Derivative Litigation (Disney III) Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 In re Emerging Communications, Inc. Shareholders Litigation Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 In re CompuCom Systems, Inc. Stockholders Litigation Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Tooley v. Donaldson, Lufkin & Jenrette, Inc. Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 In re Cavanaugh Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 In re WorldCom, Inc. Securities Litigation Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 In the Matter of Cady, Roberts & Co. Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Cheff v. Mathes Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Unocal Corp. v. Mesa Petroleum Co. Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc. Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Paramount Communications, Inc. v. Time Inc. Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Benihana of Tokyo, Inc. v. Benihana, Inc. Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Business Judgment Rule Description: Blackmore Partners, L.P. v. Link Energy LLC, business judgment rule, exculpatory clause, fiduciary duty Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Reverse Piercing the Corporate Veil Description: Cargill, Inc. v. Hedge, reverse pierce the corporate veil, alter ego of the company Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Derivative Suit on Directors Description: Stone v. Ritter, statutorily required pre-suit demand on directors Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 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) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 Manhattan Eye, Ear and Throat Hospital v. Spitzer Description: forthcoming Select Usage (details) : Newsletters: Third Parties, $75Newsletters: In-House, $50Presentations: One-time, $50Presentations: 12 Months, $75Web Site: 12 Months, $100Print: Low Circulation (5,000), $100Print: Medium Circ. (50,000), $150Print: High Circ. (200,000+), $200Student Use, $10Teacher Class Use, $25 © 2002-2009 Stu. All Rights Reserved. Privacy Policy Powered by 4Psite