Please ensure Javascript is enabled for purposes of website accessibility

Corporate Law

Apr 27, 2020

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 intent, and the investors also did not plead facts showing that the corporation’s statements were […]

Nov 12, 2019

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 not constitute an act of withdrawal under Section 347.123(4)(c), so the judgment is reversed and […]

Oct 2, 2019

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 liable as the competitor’s successor for an unpaid acquisition inventory purchase from a third party. […]

Jun 24, 2019

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 court did not improperly shift the burden of persuasion to the defendants, and there was […]

Apr 29, 2019

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 the plaintiff are affirmed because the defendants’ affirmative defenses failed, and the trial court did […]

Apr 22, 2019

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 stored them in an open field that later became contaminated. The district court found that […]

Mar 11, 2019

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 loss of the company to be merged with may have significantly altered the total mix […]

Oct 19, 2018

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 trial court properly found that it could not designate a new arbitrator since the language […]

May 18, 2018

Corporate Law : Stock Redemption Agreement – Newly Discovered Evidence

Ryan v. Ryan (MLW No. 71645/Case No. 16-3149 – 14 pages) (U.S. Court of Appeals, 8th Circuit, Loken, J.)

May 18, 2018

Corporate Law : Piercing The Veil –  Fraudulent Transfer

Cutcliff v. Reuter (MLW No. 71648/Case No. 17-1465 – 12 pages) (U.S. Court of Appeals, 8th Circuit, Gruender, J.)

May 17, 2018

Securities : SLUSA – Duty Of Best Execution

Zola v. TD Ameritrade, Inc. (MLW No. 71662/Case No. 16-3013 – 10 pages) (U.S. Court of Appeals, 8th Circuit, Wollman, J.)

Apr 9, 2018

Corporate Law : UFTA – Intent –  Corporate Veil

Hurricane Deck Holding Company v. Spanburg Investments, LLC (MLW No. 71513/Case No. SD34779 – 8 pages) (Missouri Court of Appeals, Southern District, Bates, J.)

Latest Opinion Digests

See all digests

Top stories

See more news