News & Analysis as of

Business Court Division Fiduciary Duty

Parker Poe Adams & Bernstein LLP

N.C. Business Court Dismisses Most Claims in Employee Misconduct Lawsuit

Earlier this year, the North Carolina Business Court (which handles complex business cases arising in the state) issued a decision that serves as a painful reminder of the consequences of failing to protect your business from...more

Brooks Pierce

First Published Opinion From New Business Court Judge Conrad

Brooks Pierce on

Business Court Judges don't have to issue written Opinions in cases granting Preliminary Injunctions. (G.S. § 7A-45.3 limits the obligation to issue a written Opinion to rulings rendered per NCRCP 12, 56, 59, and 60). ...more

Brooks Pierce

Internal Affairs Doctrine Leads To Dismissal Of An Aiding And Abetting A Breach Of Fiduciary Duty Claim By NC Business Court

Brooks Pierce on

A lot of North Carolina court decisions have questioned whether a claim for "aiding and abetting a breach of fiduciary duty" can be made in North Carolina (many of them are cited in ¶16 of the Islet Sciences Opinion...more

Smith Anderson

The Death of Merger Litigation Part II – The North Carolina Business Court Puts a Nail in the Coffin

Smith Anderson on

In a recent article entitled “The Death of Merger Litigation?”, we wrote about the Delaware Court of Chancery’s increasing refusal to approve disclosure-only settlements in shareholder lawsuits challenging public company...more

Morris James LLP

Fraud Vitiated Special-Committee Process in Dole Merger

Morris James LLP on

In a self-interested transaction between a company and its controlling stockholder, the operative standard of judicial review under Delaware law is the most rigorous: entire fairness standard of review. To obtain the least...more

Smith Anderson

Tyranny of the Minority: North Carolina Business Court Explores Potential Fiduciary Duties of Minority Shareholders

Smith Anderson on

The North Carolina Business Court recently issued an opinion considering whether a minority shareholder can ever be considered a “controlling shareholder” who owes a fiduciary duty to other shareholders. The court’s opinion...more

Morris James LLP

Chancery Dismisses Complaint for Failure to Allege Noncompliance

Morris James LLP on

A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more

Brooks Pierce

Business Court Awards Rule 11 Sanctions For Baseless Fiduciary Duty Claim

Brooks Pierce on

It is probably a good idea for a corporation to avoid making fiduciary duty claims against its employees (unless they are also officers and directors). Clients (or their lawyers) who insist on making such claims are liable...more

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