CitationState of Wisconsin Inv. Bd. v. Peerless Sys. Corp., 2000 Del. Ch. LEXIS 170 (Del. Ch. Dec. 4, 2000) Brief Fact Summary. Plaintiff, the State of Wisconsin Investment Board, brought this action against Defendants, Peerless Systems Corporation and CEO Edward Gavaldon, for the violation of their fiduciary duties when they adjourned a shareholders meeting without closing the vote on a stock option proposal. Synopsis of Rule of Law. Absent proof that the primary purpose of a director’s action was to interfere with the shareholders’ voting rights, courts will apply the b ...
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Austin v. Consolidated Edison Co. of New York, Inc
CitationAustin v. Consolidated Edison Co., 788 F. Supp. 192, 1992 U.S. Dist. LEXIS 3679, Fed. Sec. L. Rep. (CCH) P96,587, 15 Employee Benefits Cas. (BNA) 1261 (S.D.N.Y. Mar. 26, 1992) Brief Fact Summary. Plaintiffs, Stewart Austin et al., sought an injunction against Defendant, Consolidated Edison Company of New York, to insert a proposal in an upcoming proxy statement that would allow for retirement from Defendant after 30 years of service. Synopsis of Rule of Law. Pension issues are typically considered to be exempt from Rule 14(a)-8(a) proposal submission requirements as they are consider ...
Kern County Land Co. v. Occidental Petroleum Corp
Citation411 U.S. 582, 93 S. Ct. 1736, 36 L. Ed. 2d 503 (1973) Brief Fact Summary. Respondent, Occidental Petroleum Corp., purchased over ten percent of a company in an attempt to acquire the company. After failing to acquire it, Respondent made a deal with the newly acquired company, Petitioner Kern County Land Co., to sell back the shares after six months. Synopsis of Rule of Law. A purchase and sale of shares will not be considered a “sale” under Section: 16(b) of the Securities Exchange Act if there was no indication that there was an abuse of insider information. ...
Securities and Exchange Commission v. Texas Gulf Sulphur Co
CitationSecurities & Exchange Com. v. Texas Gulf Sulphur Co., 258 F. Supp. 262, 1966 U.S. Dist. LEXIS 8334, Fed. Sec. L. Rep. (CCH) P91,805 (S.D.N.Y. Aug. 19, 1966) Brief Fact Summary. Plaintiff, the Securities and Exchange Commission, brought this suit against Defendants, Texas Gulf Sulphur Co., et al., after Defendants bought shares of Texas Gulf while they secretly had positive information regarding mining activities carried out by the company. Synopsis of Rule of Law. Insiders can not act on material information (information that a reasonable man would deem important to the value of ...
Santa Fe Industries, Inc. v. Green
CitationSanta Fe Industries, Inc. v. Green, 1976 U.S. LEXIS 2380, 429 U.S. 814, 97 S. Ct. 54, 50 L. Ed. 2d 74 (U.S. Oct. 4, 1976) Brief Fact Summary. Plaintiffs, Green et al., were minority shareholders of Kirby Lumber Corp. Plaintiffs brought this action to recover a greater share price after Defendant majority shareholder, Santa Fe Industries, Inc., forced Plaintiffs to sell their shares. Synopsis of Rule of Law. Section 10(b) of the Securities Exchange Act and Rule 10b-5 prohibit conduct involving manipulation or deception, but are not so expansive as to govern incidences of fiduciary br ...
Escott v. BarChris Const. Corp
CitationEscott v. BarChris Constr. Corp., 283 F. Supp. 643, 1968 U.S. Dist. LEXIS 3853, 12 Fed. R. Serv. 2d (Callaghan) 588, Fed. Sec. L. Rep. (CCH) P92,179, 2 A.L.R. Fed. 86 (S.D.N.Y. Mar. 29, 1968) Brief Fact Summary. Plaintiffs, Escott et al., held debentures of Defendant corporation. Plaintiffs brought this action against Defendants, BarChris Const. Corp. and several of its officers and directors, for misstatements and omissions on Defendant’s registration statement. Synopsis of Rule of Law. Defendant corporate officers will be held liable for false or misleading statements when t ...
West v. Prudential Securities, Inc
CitationWest v. Prudential Sec., Inc., 282 F.3d 935, 2002 U.S. App. LEXIS 4171, Fed. Sec. L. Rep. (CCH) P91,721, 52 Fed. R. Serv. 3d (Callaghan) 365 (7th Cir. Ill. Mar. 7, 2002) Brief Fact Summary. Plaintiffs, Dean West et al., brought an action under the fraud-on-the-market doctrine after a stockbroker for Defendant, Prudential Securities, Inc., gave then non-public tips that were fraudulent. Synopsis of Rule of Law. A fraudulent statement needs to be made publicly accessible in order for a plaintiff to claim that the statement caused a loss on the investment. ...
Doran v. Petroleum Management Corp
CitationDoran v. Petroleum Management Corp., 545 F.2d 893, 1977 U.S. App. LEXIS 10442, Fed. Sec. L. Rep. (CCH) P95,844, 56 Oil & Gas Rep. 591 (5th Cir. Tex. Jan. 20, 1977) Brief Fact Summary. Plaintiff, William Doran, brought this action under the Securities Exchange Act after he bought an interest in a limited partnership from Defendants, Petroleum Management Corporation, et al. Defendants claimed that the sale was a private offering exempted from the Act. Synopsis of Rule of Law. Absent a registration statement, factors that determine whether an offering is private include “the ...
In re Caremark Intern. Inc. Derivative Litigation
CitationIn re Caremark Int’l, 698 A.2d 959, 1996 Del. Ch. LEXIS 125 (Del. Ch. Sept. 25, 1996) Brief Fact Summary. The parties to this case, shareholders who brought an initial derivative suit and the Defendant Board, submitted a settlement proposal to the Delaware Court of Chancery. The settlement called for more oversight by Defendants to ensure the corporate employees abide by laws regarding relationships with outside health care professionals. Synopsis of Rule of Law. Directors are potentially liable for a breach of duty to exercise appropriate attention if they knew or should have ...
Bayer v. Beran
CitationBayer v. Beran, 49 N.Y.S.2d 2, 1944 N.Y. Misc. LEXIS 2044 (N.Y. Sup. Ct. 1944) Brief Fact Summary. Plaintiffs, Bayer et al., filed a derivative shareholder action against Defendant directors, Beran et al., contesting their decision to pay for radio advertising that employed a director’s wife. Plaintiffs also argued that Defendants needlessly renew the employment contract of Dr. Henri Dreyfus. Synopsis of Rule of Law. A director has a fiduciary duty to support the corporation’s interest over his or her own conflicting interests, and any competing interests renders the bus ...
New Horizons Supply Co-op v. Haack
CitationNew Horizons Supply Coop. v. Haack, 1999 Wisc. App. LEXIS 108, 224 Wis. 2d 644, 590 N.W.2d 282 (Wis. Ct. App. Jan. 28, 1999) Brief Fact Summary. Plaintiff, New Horizons Supply Co-op, brought an action against Defendant limited liability company (LLC), Kickapoo Valley Freight, and one of its members, Allison Haack. Plaintiff wanted to hold Haack personally liable for the debt Kickapoo Valley Freight owed t Plaintiff. Synopsis of Rule of Law. Members of an LLC can be held personally liable for the debts of their LLC if they fail to properly dissolve the LLC under the relevant statutes. ...
Kamin v. American Exp. Co
CitationKamin v. American Express Co., 86 Misc. 2d 809, 383 N.Y.S.2d 807, 1976 N.Y. Misc. LEXIS 2527 (N.Y. Sup. Ct. 1976) Brief Fact Summary. Plaintiffs, Howard Kamin et al., filed a shareholder derivative suit against Defendant corporation, American Express, and their officers after Defendants allegedly negligently decided to issue a dividend. Synopsis of Rule of Law. A court will not interfere with the decision of a company’s directors unless there is evidence of fraud or dishonest practice. ...
Brehm v. Eisner
CitationBrehm v. Eisner, 746 A.2d 244, 2000 Del. LEXIS 51 (Del. Feb. 9, 2000) Brief Fact Summary. Plaintiffs, William Brehm et al., filed a shareholder derivative complaint against Defendant corporation, Walt Disney Company, and its Board of Directors after the Board approved a compensation package for former president, Michael Ovitz, that paid Ovitz more if he was terminated than if he fulfilled the entire term of the employment agreement. Synopsis of Rule of Law. In order to determine demand futility, there must be reasonable doubt that the directors are disinterested or independent, or th ...
Shlensky v. Wrigley
CitationShlensky v. Wrigley, 95 Ill. App. 2d 173, 237 N.E.2d 776, 1968 Ill. App. LEXIS 1107 (Ill. App. Ct. 1st Dist. 1968) Brief Fact Summary. Plaintiff, William Shlensky, filed a derivative action against Defendant director, Phillip Wrigley, to force the installation of lights for night baseball. Synopsis of Rule of Law. A court will not interfere with an honest business judgment absent a showing of fraud, illegality or conflict of interest. ...
In re Silicone Gel Breast Implants Products Liability Litigation
CitationIn re Silicone Gel Breast Implants Prods. Liab. Litig., 887 F. Supp. 1447, 1995 U.S. Dist. LEXIS 12220 (N.D. Ala. Apr. 25, 1995) Brief Fact Summary. Defendant, Bristol-Myers Squibb Co., moved for summary judgment after discovery, claiming that evidence has not been presented to justify piercing the corporate veil of a subsidiary company, Medical Engineering Corporation (“MEC”) and holding Defendant liable. Synopsis of Rule of Law. In tort actions against corporations, a plaintiff needs to show that the corporation is an instrument of the stockholder, but there is no burde ...
Frigidaire Sales Corp. v. Union Properties, Inc
CitationFrigidaire Sales Corp. v. Union Properties, 88 Wn.2d 400, 562 P.2d 244, 1977 Wash. LEXIS 767 (Wash. 1977) Brief Fact Summary. Petitioner, Frigidaire Sales Corporation, entered into a contract with a limited partnership, Commercial Investors (“Commercial”), wherein the sole general partner was another corporation, Respondent corporation Union Properties (“Union”). Petitioner sought to hold Respondent individuals, Leonard Mannon and Raleigh Baxter, liable for the breach even though they were limited partners. Synopsis of Rule of Law. A limited partner will be h ...
Sea-Land Services, Inc. v. Pepper Source
CitationSea-Land Services, Inc. v. Pepper Source, 941 F.2d 519, 1991 U.S. App. LEXIS 19125 (7th Cir. Ill. Aug. 20, 1991) Brief Fact Summary. Plaintiff corporation, Sea-Land Services, Inc., delivered a shipment of peppers for Defendant, Pepper Source, but was never paid. Plaintiff wanted to hold Pepper Source and the other Defendants, Gerald Marchese and other corporations he controlled, liable. Synopsis of Rule of Law. The veil of limited corporate liability will be pierced when the plaintiff proves that 1) there is a unity of interest between the individual and the corporation, and 2) to a ...
Kinney Shoe Corp. v. Polan
CitationKinney Shoe Corp. v. Polan, 939 F.2d 209, 1991 U.S. App. LEXIS 15304 (4th Cir. W. Va. July 17, 1991) Brief Fact Summary. Plaintiff, Kinney Shoe Corp., subleased a building to a corporation owned by Defendant, Lincoln Polan. Plaintiff brought this action to hold Defendant personally liable for the money not paid on a sublease. Synopsis of Rule of Law. A plaintiff can pierce the corporate veil if they demonstrated that the totality of the circumstances evidence that their was a unity of interest between the individual and the corporation, and that an inequitable result would occur if ...
Holzman v. De Escamilla
CitationHolzman v. De Escamilla, 86 Cal. App. 2d 858, 195 P.2d 833, 1948 Cal. App. LEXIS 1699 (Cal. App. 1948) Brief Fact Summary. The appointed trustee of a bankrupt estate, Plaintiff Lawrence Holzman, brought this action to hold Defendants, Ricardo de Escamilla et al., liable as general partners of the business at issue. Synopsis of Rule of Law. A limited partner will be held liable as a general partner if the limited partner acts to take part in the control of the business ...
Monin v. Monin
CitationMonin v. Monin, 785 S.W.2d 499, 1989 Ky. App. LEXIS 134 (Ky. Ct. App. Oct. 13, 1989) Brief Fact Summary. Appellant, Charles Monin, alleged that his former partner, Appellee Joseph “Sonny” Monin, violated his fiduciary duty to the business when he independently sought to contract with a third party once the partnership dissolved. Synopsis of Rule of Law. A partner’s fiduciary duty to the partnership applies during the period when a partnership is dissolving and winding up its affairs. ...
Owen v. Cohen
CitationOwen v. Cohen, 19 Cal. 2d 147, 119 P.2d 713, 1941 Cal. LEXIS 455 (Cal. 1941) Brief Fact Summary. Respondent Russ Owen and Appellant Israel Cohen entered a partnership agreement to run a bowling alley. Within a few months Respondent moved for a dissolution of the business once the partners’ relationship turned sour. Synopsis of Rule of Law. A partner can move to dissolve a partnership if another partner’s conduct undermines or breaches the partnership agreement. ...
Collins v. Lewis
CitationCollins v. Lewis, 53 Minn. 78, 54 N.W. 1056, 1893 Minn. LEXIS 272 (Minn. 1893) Brief Fact Summary. Appellant, Carr P. Collins, petitioned for a dissolution of his partnership with Appellee, John L. Lewis, because the start-up costs were excessive and the business had failed to turn a profit. Synopsis of Rule of Law. A partner does not have the right to dissolve a partnership when his conduct is the only conduct that is adversely affecting the business. ...
Arguello v. Conoco, Inc
CitationArguello v. Conoco, Inc., 207 F.3d 803, 2000 U.S. App. LEXIS 6435 (5th Cir. Tex. Apr. 10, 2000) Brief Fact Summary. Plaintiffs, Denise Arguello et al., are a group of minorities that were discriminated against by employees of gas stations affiliated with Defendant, Conoco, Inc. Synopsis of Rule of Law. Once a master-servant relationship is established, a master is subject to liability for the torts of the servant when the servant is acting within the scope of their employment ...
Hoover v. Sun Oil Co
CitationHoover v. Sun Oil Co., 58 Del. 553, 212 A.2d 214, 1965 Del. Super. LEXIS 64 (Del. Super. Ct. 1965) Brief Fact Summary. Plaintiffs, Gerald and Julie Hoover, brought an action against Defendants, Sun Oil Co., station operator James Barone and employee John Smilyk, after Smilyk’s negligence caused Plaintiffs’ car to catch fire. Synopsis of Rule of Law. A master-servant relationship does not exist when an independent contractor controls the day-to-day operations of the entity that is responsible for damages suffered by a plaintiff. ...
Hoddeson v. Koos Bros
CitationHoddeson v. Koos Bros., 47 N.J. Super. 224, 135 A.2d 702, 1957 N.J. Super. LEXIS 631 (App.Div. 1957) Brief Fact Summary. Plaintiff, Joan Hoddeson, brought an action against Defendant furniture store, Koos Bros., when Defendant refused to reimburse Plaintiff for money she gave an alleged salesman imposter at Defendant’s store. Synopsis of Rule of Law. Absent proof of an agency relationship, a party may still have a duty of care for the other party to ensure that the other party is not disadvantaged in dealing with the party. ...