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

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

Silence as to Some Facts in a Complaint can be Golden

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

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

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

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

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

Minority Shareholders can “Follow the Money” Linked To Alleged Diversions by Majority for Phantom Salaries and Benefits

The minority shareholders of a podiatry practice felt like they had been kicked around by the alleged financial misadventures of two colleagues who together controlled an 80 percent interest....more

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

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

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

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

A Clubhouse Conundrum

At one of Charlotte’s finest golf courses, Myers Park Country Club, the summer weather isn’t all that’s leaving some members hot under the collar. As the club embarks on a $27 million renovation plan tied to its 100th...more

NC Supreme Court Narrows What Counts As A “Public Record” Held By Private Entities With Extensive Government Ties

In a case closely watched by public transit activists and “government in the sunshine” advocates, the North Carolina Supreme Court last week affirmed a 2020 Business Court decision that found the North Carolina Railroad...more

N.C. Business Court Declines To Adopt Rule That A Minority Shareholder Exercising “Actual Control” Could Have Fiduciary Duty To...

The Business Court sorted through the drama of an affiliated outsider who wanted to buy a company, settled for half and became an insider, and then allegedly used that perch to benefit himself and his family in W. Avalon...more

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

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

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