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Shareholders Business Court

Fox Rothschild LLP

Court Declines to Undo a Corporate Board’s Vote that a Disgruntled Shareholder Skipped

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In a costly episode of Aaron Sorkin’s adage that “decisions are made by those who show up,” the majority shareholder in a pair of family-controlled oil and gas companies learned of about 850,000 reasons why attendance can be...more

Fox Rothschild LLP

Silence as to Some Facts in a Complaint can be Golden

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A dispute between co-owners of a trampoline park in Asheville came before the Business Court, appropriately enough, on defendants’ motion to bounce plaintiffs’ claims regarding misappropriation of funds. In Bivins v....more

Fox Rothschild LLP

A Corporate Riddle: When are Three Director Seats on a Five-Member Board not a Majority?

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Adam Downing had a rather ordinary request under North Carolina corporate inspections law. As a shareholder in Cycle Holdings, Inc. he wanted to inspect financial and business records of Cycle Labs, Inc. – a holding of Cycle...more

Fox Rothschild LLP

Court Sharply Limits Attorney Fee Award in Dispute Over Access to Corporate Records of Charlotte Country Club

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For the golf fan curious about the finances and back-office maneuvering of “Big Golf,” nothing has been better than the LIV Golf-PGA Tour throwdown played out in dueling press conferences, snippy tweets, and Saudi-funded...more

Fox Rothschild LLP

NC Supreme Court Endorses Flexibility for Business Court in Determining “Fair Value” for Dissenting Shareholders

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In 2017, British American Tobacco (BAT) purchased a North Carolina-based tobacco company, Reynolds American Inc., for $49 billion. The deal allowed BAT to acquire the 57.8% of Reynolds it didn’t already own and brought many...more

Smith Anderson

Breaking: North Carolina Supreme Court Confirms that Dissenting Shareholders Are Entitled to No More than Deal Price in First...

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In Reynolds American Inc. v. Third Motion Equities Master Fund Ltd., et al., 2021-NCSC-162 (Dec. 17, 2021), the Supreme Court of North Carolina unanimously affirmed the North Carolina Business Court’s 189-page decision...more

Fox Rothschild LLP

One Law Firm. Two Clients. Three Times the Complexity.

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Amidst a “bitter family dispute” over future control of a closely held oil company, can the same law firm represent the directors paving the way for their son to take the reins and the company that minority shareholders seek...more

Ward and Smith, P.A.

NC Business Court Clarifies Exception to Rule that LLC Members Do NOT Owe Fiduciary Duties to One Another

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One of the hallmarks of limited liability companies ("LLCs") is that members of an LLC ordinarily do not owe fiduciary duties to each other or to the company itself.  Generally speaking, a fiduciary duty is an obligation...more

Fox Rothschild LLP

N.C. Business Court Remains Suspicious Of A Chapter 75 Claim Involving Internal Corporate Strife, But Allows The Claim To Survive...

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The Business Court tentatively waded back into its well-settled case law that tends to scold litigants who try to convert internal company disputes into unfair trade practice claims in Constr. Managers, Inc. v. Amory, 2019...more

Moore & Van Allen PLLC

How Much is that Disclosure Worth? NC Business Court Curbs Attorney Fee Award in Shareholder Disclosure-Only Class Action

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Class actions challenging corporate merger transactions often result in settlement agreements in which the only remedy obtained by the plaintiff class is the company defendants’ additional disclosure of information related to...more

Brooks Pierce

Is It Better To Be A LLC Member In The Minority Than A Minority Corporate Shareholder?

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It is pretty common to think that limited liability company members have similar rights as shareholders in a corporation. But they don't, (although in some respects the rights afforded to LLC members may be better). The...more

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