Goodwin v. Agassiz

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Corporate officers directors fiduciary duty corporation individual shareholders.

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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.

Implied Authority

Dweck v. Nasser; Implied authority is agent reasonably believes he has, shown by evidence of acquiescence of the principal; actual authority; apparent agency; apparent agent; apparent authority; express agency; implied agency.

Assignee Of Partnership Interest Not Automatically A Partner

Rapoport v. 55 Perry Co; Partnership law provides that, subject to any contrary agreement between the partners, no person may become a member of the partnership without the consent of the other partners.

Limited Liability Partners

Kus v. Irving; Where members of a limited liability partnership share no benefit with a partner accused of misconduct, have no direct supervision or control, and have no knowledge of the partner's misconduct, they are statutorily protected.

Business Judgment Rule Requires Good Faith

Gantler v. Stephens; The business judgment rule will not apply if directors' actions are motivated by self-interest, rather than the good faith pursuit of a legitimate corporate interest.

Disinterested Board Members

Gordon v. Goodyear; a shareholder derivative action must state with particularity any effort made by the plaintiff to obtain the desired action from the directors and the reasons for not obtaining the action or making the effort.

Dissolution By Minority Shareholders

In re Kemp and Beatley, Inc.; minority shareholders may dissolve a close corporation to redress oppressive actions arising from the award of de facto dividends to all but minority shareholders.

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.

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.

Managing Co-Member Fiduciary Duty

Salm v. Feldstein; a managing co-member of an LLC owes the other members a fiduciary duty to make full disclosure of all material facts. Self dealing. Usurp corporate opportunity.

Director Duty of Loyalty

Shocking Technologies, Inc. v. Kosowsky; a director acting in subjective good faith may nevertheless breach his duty of loyalty.

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Goodwin v. Agassiz

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