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Business & Corporate Law opinion

Corporate Law: Securities-Pleading Standards

Where investors who bought defendant’s stock during a certain period sued the defendant corporation and its executives, claiming that they were misled about problems in the defendant’s Canadian stores, the complaint failed to allege facts supporting an inference of fraudulent ...

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Corporate Law: Limited Liability Company-Member Status-Involuntary Withdrawal

Where a plaintiff brought a declaratory judgment action to determine the limited liability company member status of defendant in a dispute arising from the defendant’s alleged misuse of LLC funds, the filing of a petition to determine LLC status did ...

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Corporate Law: Successor Liability-Asset Sale-Inventory Purchases

Where a plaintiff corporation acquired substantially all of the assets of a competitor at a secured creditor’s private foreclosure sale in an agreement that declined to assume the competitor’s liabilities, in a case of first impression the plaintiff was not ...

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Corporate: Antitrust-Acquisition

Where the Federal Trade Commission and the State of North Dakota moved to enjoin a health care system’s acquisition of a clinic, and the companies appealed the district court’s grant of a preliminary injunction, the judgment is affirmed because the ...

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Corporate Law: Breach of Fiduciary Duty-Shareholder Oppression-Equitable Relief

Where plaintiff brought an action for breach of fiduciary duty and for dissolution of the company or other equitable relief after she was removed as president and treasurer and her employment terminated, the judgments awarding damages and equitable relief to ...

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Environmental Law: CERCLA-Joint and Several Liability for Response-Punitive Damages

  Defendants owned buildings that they were ordered to remediate. Without notifying the EPA, defendants sold the buildings without informing the buyer that the buildings were contaminated and subject to an EPA order. The buyer tore down the buildings and ...

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Corporate: Securities Fraud-Proxy Statement-Materially Misleading

Where a shareholder brought a class action for former shareholders claiming that the proxy statement contained materially misleading statements and omissions, the judgment dismissing the action is reversed and remanded because the omission of information on the net income and ...

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Arbitration – Motion To Compel – Arbitrator Selection

Where a lender challenged the denial of an application to compel arbitration in a dispute with a borrower over a loan default, the judgment is affirmed because the arbitrator designated in the parties’ documents was no longer available, and the ...

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