Case Study: Cornerstone Therapeutics, Inc.
Last summer, the Delaware Supreme Court held that a lawsuit challenging an acquisition by a controlling shareholder seeking monetary damages against corporate fiduciaries must plead a non-exculpated claim against disinterested, independent directors to survive a motion to dismiss. The Court’s decision resolved two separate consolidated appeals by directors of Cornerstone Therapeutics, Inc. and Zhongpin, Inc. In each case, the Delaware Chancery Court denied the independent directors' motions to dismiss, analyzing that if the underlying transaction is subject to the “entire fairness” standard of review, all of the directors must remain defendants until the end of the litigation, regardless of any exculpatory language contained in the companies’ charter provisions.. In reversing on appeal, the Delaware Supreme Court held: …show more content…
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This Delaware Supreme Court decision is underscores the significant protections provided by exculpatory charter language to directors and special committees of public companies who are involved in negotiating and approving merger and acquisition transactions.
Subject to certain limitations, Delaware General Corporation Law §102(b)(7) permits corporate charter language limiting a director’s personal liability to shareholders for monetary damages for breach of fiduciary duty. Section 102(b)(7) reads in relevant
Phoebe Putney Health System Case Study
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Case Study: Anka Behavioral Health Inc.
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Buck V. Chevroly Case Summary
749 Words | 3 PagesAs in Buck, when the plaintiff was terminated from his management position and offered a lower role in the company, here Chigurh was given the ultimatum to take an inferior position or quit. In Buck, the Court cautioned becoming involved in day-to-day business decisions and that employers hold more discretion in terminating high level employees. The McConkey Court held, “where the complaining employee is in an executive position, makes top level policy and strategic decisions, and great trust is placed in his judgment, courts must be cautious in second guessing employment decisions.” McConkey, ¶ 33. This decision gives a spot on interpretation of Chigurh’s former duties, and it is likely that the court will determine Chigurh was let go for a legitimate business
Rhalys Case Study
807 Words | 4 PagesThe City asserts that it was entitled to an opportunity to cure the discovery failure before sanctions could be awarded. Dismissal with prejudice is a sanction that should be imposed only in those rare instances where the conduct of a party is so egregious that no other sanction will meet the demands of justice.” The appellees sued the City, seeking damages allegedly suffered by them when Eubanks Creek overflowed ad flooded their
Crosby Vs. Beam: Case Study
849 Words | 4 PagesCrosby v. Beam: There is "a heightened fiduciary duty between majority and minority shareholders in a close corporation. Where a controlling majority shareholder in a close corporation breaches their heightened fiduciary duty to minority shareholders by utilizing their majority control of the corporation to their own advantage, without providing minority shareholders with an equal opportunity to benefit, such breach, absent a legitimate business purpose, is actionable. Where such a breach occurs, the minority shareholder is individually harmed. When such harm can be construed to be individual in nature, then a suit by a minority shareholder against the offending majority or controlling shareholders may proceed as a direct action (not derivative).
GERARD Warris Case Study
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Gossard Vs Adia Services Case Analysis
1186 Words | 5 PagesThe appeals court placed its emphasis on these elements of tortious interference: (1) “the existence of a business relationship (2) knowledge of the relationship on the part of the defendant; (3) an intentional and unjustified interference with the relationship by the defendant; and (4) damage to the plaintiff as a result of the breach of the relationship.” Additionally, the court sought to find if the tort elements were congruent with the following assertions made by Gossard. Nursefinders and Gossard had an agreement that prohibited a parent or affiliate of Nursefinders from providing similar services within Gossard’s territory. Adia knew of the agreement prior to its purchase. Adia purchased Star Med, a direct competitor operating in Gossard’s franchise territory.
Sherman Anti Trust Act By Harold Evans
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Motion To Stay Discovery: Case Study
411 Words | 2 PagesTilley v. United States, 270 F. Supp. 2d 731, 734-35 (M.D.N.C. 2003). “In deciding whether to stay discovery pending resolution of a pending motion, the Court inevitably must balance the harm produced by a delay in discovery against the possibility that the motion will be granted and entirely eliminate the need for such discovery.” Simpson v. Specialty Retail Concepts, Inc., 121 F.R.D. 261, 263 (M.D.N.C. 1988). The Court may “peek” at the merits of the
The Impartiality And Independence Of Judge Jimbo Kern
1138 Words | 5 PagesHealth Services Acquisition Corp,. In this case, the judge would financially benefit if he ruled in favor of one of the parties. The judge was on the board of trustees of Loyola University, one of the involved parties. As this is an American case, it was ruled that 28 U.S.C was applicable, article 445(a): any justice, judge or magistrate of the United States of America shall disqualify himself in any proceedings in which impartiality might be questioned. The similarity is between the judges and their personal interest.
Hunter V. Guardian Life Ins: Case Study
334 Words | 2 Pagesto show: (A) there was a purported fiduciary relationship; or (B) the relationship was one of subjugation or “dominion and influence.” Each of these deficiencies alone necessitates a dismissal of Dr. Stout’s constructive fraud cause of action under Rule 12(b)(6). The Court has explained the elements necessary to maintain a constructive fraud cause of action: A constructive fraud complaint must allege facts and circumstances (1) which created the relation of trust and confidence, and (2) led up to and surrounded the consummation of the transaction in which defendant is alleged to have taken advantage of his position of trust to the hurt of plaintiff.
Fancy Rockbottom Case Study
839 Words | 4 Pages1. It does not appear there were many internal controls at the country club prior to the discovery of Fancy Rockbottom’s embezzlement. Some of them include: o The Board of Directors having broad powers to borrow money and enter into contracts as necessary. While it is important for the Board to be able to conduct business on behalf of the country club’s members, there should be mechanisms in place to have oversight before the Board enters into large financial agreements which have the potential to expose the members to liability as well. o
Tibble V. Edison International Case Summary
730 Words | 3 PagesThe Supreme Court Decision On several occasions, the Supreme Court has stated its view that ERISA jurisprudence is derived from the common law of trusts. The Supreme Court faulted the Ninth Circuit for failing to adequately consider principles of trust law when it rejected the Employees’ claim for breach of fiduciary duty with respect to the mutual funds added in 1999. Not only is there a duty of “prudence” to select appropriate investment choices at the outset, but the Court held that there is a “continuing duty” to monitor those investment selections to “remove imprudent ones.” The Supreme Court held that the “continuing duty” is separate from the initial duty to choose investments carefully; violation of the “continuing duty” counts as a breach of the fiduciary duty under ERISA.
Cheap Pharma Case Summary
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Corporate Murder Case Study
1772 Words | 8 PagesNonetheless, this case is very significant as it sets a point of reference that a company can commit manslaughter and be convicted for criminal homicide. Corporate Manslaughter and Corporate Homicide Act
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