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Special Litigation Committee
Special Litigation Committee Cartoons

Special Litigation Committee

Boland v. Boland Trane Associates, Inc.; Although an SLC's substantive decisions are presumed reasonable, there is no presumption that the SLC was independent, acted in good faith, or followed reasonable procedures.
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Related Cartoons

Partner Cannot Pay Below Market Rate For Partnership Property
Partner Cannot Pay Below Market Rate For Partnership Property
Enea v. Superior Court; In forming a partnership, the partners obligate themselves to share the risks and benefits and carry out the enterprise with the highest good faith toward each other; fiduciary.
Dissolution of Partnership Requires Liquidation
Dissolution of Partnership Requires Liquidation
McCormick v. Brevig; In dissolution because it is no longer reasonably practicable for a partnership to carry on its business, the partnership assets must be liquidated and the net surplus in cash must be distributed to the partners.
Unfair Conduct In Corporate Election
Unfair Conduct In Corporate Election
Portnoy v. Cryo-Cell International, Inc.; Unfair and inequitable conduct during a corporate election is a breach of fiduciary duty that can taint the election and justify its outcome being overturned.
No Exoneration For Disloyal Directors
No Exoneration For Disloyal Directors
Sutherland v. Sutherland; A provision in a corporate charter that purports to exonerate directors from breach of loyalty claims is unenforceable.
Shareholder Approved Stock Option Plan
Shareholder Approved Stock Option Plan
Ryan v. Gifford; The intentional violation of a shareholder approved stock option plan, coupled with fraudulent disclosures, constitutes conduct that is disloyal to the corporation and is therefore an act in bad faith.
Termination of Minority Shareholder
Termination of Minority Shareholder
Gallagher v. Lambert; A minority shareholder in a close corporation who agrees to the repurchase of his shares upon termination of employment acquires no right against at-will discharge.
Dissolution By Minority Shareholders
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
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
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.
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.
Director Duty of Loyalty
Director Duty of Loyalty
Shocking Technologies, Inc. v. Kosowsky; a director acting in subjective good faith may nevertheless breach his duty of loyalty.
LLC or Corporation
LLC or Corporation
Weinstein v. Colborne Foodbotics LLC; An LLC is distinct from a corporation and is not governed by the Colorado Business Corporation Act or case law decided thereunder.