Internal Affairs Doctrine

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Friese v. Superior Court; Laws that regulate securities trading do not relate to the internal affairs of a corporation, so lawsuits relating to the sales of securities are not governed solely by the state of incorporation.

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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.

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.

Shareholder Proposal and Proxy Solicitation

AFSCME v. AIG, Inc; Proxy access bylaw shareholder proposals, which relate to election procedures in general rather than specific, upcoming elections, are non-excludable under SEC Rule 14a-8(i)(8).

Burden of Loss For Contributions to Partnership

Kessler v. Antinora; The general rule of partnership law is that, in the absence of an agreement, the law presumes that partners and joint adventurers intended to participate equally in the profits and losses of the common enterprise.

Question of Fact On Summary Judgment Not Allowed

Anderson v. Wilder; A majority shareholder of an LLC stands in a fiduciary relationship to the minority; expulsion.

Can Oust LLC Member and Continue LLC

Dunbar Group, LLC v. Tignor; Only when present circumstances show that it is not reasonably practicable to carry on company's business in accord with articles of organization and any operating agreement may court order dissolution of LLC.

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.

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.

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.

Fiduciary

Fiducial; fiduciary duty; corporate fiduciary; corporation fiduciary relationship; Remillard Brick Company v. Remillard Dandini Company

Preliminary Injunction Requirements

In re El Paso Corp. Shareholder Litigation; to obtain a preliminary injunction, must demonstrate (1) a reasonable probability of success on the merits, (2) will suffer irreparable harm, and (3) the balance of the equities

Pleading Standards

In re Massey Energy Company Derivative and Class Action Litigation; application of plaintiff-friendly pleading standards usually precludes a dismissal of their claims at the pleading stage.

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