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Einhorn v. Culea
Einhorn v. Culea Cartoons

Einhorn v. Culea

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Interest and Independence are Different
Interest and Independence are Different
Orman v. Cullman; director is "interested" when he derives benefit from transaction that is not shared with other shareholders but lacks "independence" when his decision about transaction controlled directly or indirectly by another; disinterested.
In-Kind Distribution of Partnership Assets
In-Kind Distribution of Partnership Assets
Dreifuerst v. Dreifuerst; Unless otherwise agreed, partners who have not wrongfully dissolved the partnership have a right to wind up the partnership and force a sale of the partnership assets; partnership at will.
Derivative Suits On Behalf Of Limited Liability Companies
Derivative Suits On Behalf Of Limited Liability Companies
Tzolis v. Wolff; Derivative suits on behalf of limited liability companies are allowed, based on the importance of the derivative suit in corporate law, and no evidence the Legislature intended to abolish in the Limited Liability Company Law.
Exit Provisions Of A Limited Liability Company
Exit Provisions Of A Limited Liability Company
Haley v. Talcott; Contractual provisions in an LLC agreement that provide a mechanism for a member to exit will be enforced only if they equitably effect the separation of the parties.
Secondary Actors Liability For Securities Fraud
Secondary Actors Liability For Securities Fraud
Pacific Investment Management Co. LLC v. Mayer Brown LLP; Attribution of false statements to a secondary actor is required in order to hold that actor liable for securities fraud under Rule 10b-5.
Reliance On A Failure To Disclose
Reliance On A Failure To Disclose
Affiliate Ute Citizens v. United States; When liability under Rule 10b-5 is predicated on a defendant's failure to disclose a material fact, positive proof of reliance is not a prerequisite to recovery.
Minority Shareholder Rights
Minority Shareholder Rights
Nixon v. Blackwell; absent specific contractual provisions, a minority shareholder is not entitled to relief from majority approved corporate actions in a closely held corporation. Elect close corporation status.
Proper Purpose
Proper Purpose
Paul v. China MediaExpressHoldings, Inc.; shareholder may inspect the books and records of a corporation to investigate fraud and mismanagement, and the ability of the board to act independently and in good faith.
Doctrine of Corporate Opportunity
Doctrine of Corporate Opportunity
Broz v. Cellular Information Systems, Inc.; corporate fiduciary generally must place the corporation's interests before his own, but here no valid expectancy interest and did not usurp any corporate opportunity.
Imputed Knowledge
Imputed Knowledge
Carter v. Gugliuzzi; the knowledge of an agent acting within the scope of his or her authority is chargeable to the principal, regardless of whether that knowledge is actually communicated. Scope of employment.
Usurp Corporate Investment Opportunity
Usurp Corporate Investment Opportunity
In re eBay, Inc. Shareholders Litigation; The fiduciary duty of loyalty requires directors and officers to offer investment opportunities derived from corporate business to the corporation before acting on them individually. Self dealing.
Common Fund Fee Award
Common Fund Fee Award
Sugarland Ind., Inc. v. Thomas; when services provided by shareholders and their counsel result in a financial benefit to the corporation, they are entitled to a fair fee. Common fund method. Lodestart method.