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Employee Stockholder Rights
Employee Stockholder Rights Cartoons

Employee Stockholder Rights

Jordan v. Duff & Phelps, Inc.; If a closely held company withholds from an employee-stockholder material information about possible increases in stock value in breach of its fiduciary duty, the employee-stockholder may be entitled to damages.
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Related Cartoons

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.
Director Duty to Get Best Price
Director Duty to Get Best Price
Lyondell Chem. Co. v. Ryan; The duty to obtain the best possible price for the shareholders arises only when the company embarks on a transaction that will result in change of control.
LLPs Do Not Shield Partners From Liability To Each Other
LLPs Do Not Shield Partners From Liability To Each Other
Ederer v. Gursky; New York's Partnership Law provision limiting the personal liability of partners in an LLP does not shield a general partner in a registered LLP from personal liability for breaches of the partnership's or partners' obligations to each other.
Incentive Stock Option Plan
Incentive Stock Option Plan
In re Tyson Foods, Inc. (Tyson I); Directors may not ask for shareholder approval of an incentive stock option plan and then later to distribute shares in such a way as to undermine the objectives of that plan.
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.
Defensive Measures Against Corporate Takeovers
Defensive Measures Against Corporate Takeovers
Air Products & Chemicals, Inc. v. Airgas, Inc.; Defensive measures against takeovers are not impermissibly preclusive if they delay a bidder from obtaining control of a board as long as obtaining control in the future is realistically attainable.
Implied Covenants In A Bond Indenture
Implied Covenants In A Bond Indenture
Metropolitan Life Insurance Company v. RJR Nabisco, Inc.; When there is no express covenant restricting the incurring of new debt, and no perceived direction to that end from the express covenants, the court will not imply a covenant.
Majority Of The Minority Vote
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.
Deceptive Device or Contrivance
Deceptive Device or Contrivance
S.E.C. v. Dorozhko; Computer hacking could be a deceptive device or contrivance prohibited by Section 10(b) and Rule 10b-5, regardless of whether it is accompanied by a breach of fiduciary duty.
Claim For Attorney's Fees
Claim For Attorney's Fees
Freedman v. Adams; when the underlying shareholder claim is invalid, so is the shareholder's claim for attorneys' fees.
Irrevocable Proxy
Irrevocable Proxy
Haft v. Haft; Under Delaware corporation law, an interest sufficient to support an irrevocable proxy must either be an interest in the stock itself or an interest in the corporation generally, such as being CEO.
Business Entity Choice
Business Entity Choice
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.