Business Entity Choice

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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.

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Shareholders Are Entitled to Full Disclosure

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.

Pre-Suit Demand By Shareholders

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.

Director Breach of Fiduciary Duty

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.

Directors Must Favor Common Stockholders

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.

Securities Laws and False Statements

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.

Acquisition Tender Offer By Controlling Shareholder

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.

Assignment of Public Debt

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.

Unsigned LLC Agreement

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.

Majority Of The Minority Vote

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.

Follow Corporate Bylaws

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.

LLC Fiduciary Duties

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.

Going Private Merger Standard of Review

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.

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