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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 […]
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 […]
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. […]
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 […]
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 […]
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 […]
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 […]
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 […]
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.)
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.)
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.)
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
- Criminal Law: Child Abuse-Sufficiency Of Evidence-Closing Argument
- Civil Rights: Religious Freedom-RLUIPA-Res Judicata
- Civil Practice: Res Judicata-Stop Work Order
- Immigration: Drug Conviction-Removability-Overbreadth of State Offense
- Civil Practice: Asset Forfeiture-Sanctions
- Civil Rights: Due Process-Failure to State Claim
- Probate : Revocable Trust – Amendment – Reformation
- Employer – Employee : Unpaid Commissions – At-Will Status
- Criminal Law : Post-Conviction Relief – Effectiveness Of Counsel – Conflict Of Interest
- Appellate Practice : Jurisdiction – Final Judgment
- Domestic Relations : Parenting Plan – Child Support
- Criminal Law : Post-Conviction Relief – Guilty Plea – Sentence Advice
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