The North Carolina Business Court recently issued a lengthy opinion discussing the duties of corporate directors. Key points include:
..Directors comply with their duty to exercise adequate oversight if the board makes a...more
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
In a case of first impression in North Carolina, a judge for the North Carolina Business Court was recently asked to decide whether a single law firm may simultaneously represent both a corporation and its individual...more
11/10/2021
/ Client Representation ,
Client Services ,
Conflicts of Interest ,
Corporate Entities ,
Derivative Complaint ,
Derivative Suit ,
Directors ,
Legal Ethics ,
Rules of Professional Conduct ,
Self-Dealing ,
Shareholders
In the first trial of its kind in North Carolina, the North Carolina Business Court has determined the fair value of dissenters’ shares in a large, publicly-traded company under the North Carolina Appraisal Rights statute,...more
In a closely-watched case, Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court upheld the facial validity of charter provisions requiring that stockholders bring claims arising under the...more
The North Carolina Business Court recently approved a “disclosure settlement” of a merger challenge, suggesting that in North Carolina such settlements may remain a viable means of resolving merger lawsuits – at least where...more
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
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
The Delaware Supreme Court recently issued an important decision clarifying the standards that govern claims for money damages against independent directors of corporations whose charters contain exculpatory provisions....more
6/11/2015
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Controlling Stockholders ,
Corporate Charters ,
Corporate Counsel ,
Corporate Liability ,
Damages ,
DE Supreme Court ,
Exculpatory Clauses ,
Fairness Standard ,
Fiduciary Duty ,
Independent Director ,
Motion to Dismiss ,
Standard of Review
On May 7, 2015, Judge Gregory McGuire of the North Carolina Business Court denied defendants’ motion to dismiss a claim that a physician’s assistant breached non-competition and non-solicitation provisions in her employment...more
Current Delaware law permits a Delaware corporation to adopt a bylaw specifying an exclusive forum other than Delaware to litigate intra-corporate disputes, so long as there is a logical connection between the forum selected...more
The Fourth Circuit recently revived securities fraud claims against a pharmaceutical company, holding that the allegations that the company acted with wrongful intent were sufficient to proceed even under the heightened...more
In an opinion that could help remedy the problem of baseless merger litigation, a court applying North Carolina law recently refused to approve a class action settlement because the underlying lawsuit was without merit. ...more
In Weidman v. ExxonMobil Corporation, et al., No. 13-2007 (4th Cir., January 8, 2015), the Fourth Circuit confirmed that the “fraudulent joinder” doctrine requires neither an allegation of fraud nor a situation involving a...more
The Eastern District of North Carolina recently granted summary judgment for the defendant in a securities fraud action, holding that the plaintiff had failed to prove either scienter or reliance where alleged verbal...more
In a closely-watched case with implications for corporations across the nation, Chancellor Andre Bouchard of the Delaware Court of Chancery has issued an opinion enforcing a forum-selection bylaw that requires intra-corporate...more
In Stevenson v. City of Seat Pleasant, Maryland, No. 12-2047 (4th Cir. Feb. 21, 2014), the Fourth Circuit spent some time cleaning up a rather messy case involving the alleged use of excessive force by members of a police...more
If you thought it was difficult to make a federal securities fraud claim stick in the Fourth Circuit, the court has now raised the bar even higher. The Fourth Circuit recently affirmed a trial court’s dismissal of securities...more
In an unpublished opinion, the Fourth Circuit considered the defendants’ appeal from the denial of their motion for summary judgment based on qualified immunity. Cooper v. Lippa No. 13-2055 (4th Cir. April 4, 2014). The Court...more
In Sisk v. Abbott Laboratories, — F.R.D. –, No. 1:11-cv-159 (W.D.N.C. Feb. 10, 2014) (J., Reidinger), after prevailing in part on its motion for summary judgment, the defendant asked the court for the Western District to...more
The North Carolina Court of Appeals has recently enforced arbitration clauses in short-term “payday” loan contracts, requiring the borrowers to bring their claims in arbitration rather than in court. In doing so, the Court...more
On January 28, 2014, the North Carolina Business Court dismissed an unfair and deceptive trade practice claim alleging that corporate directors structured the sale of a corporation in a manner that shortchanged its common...more
A recent decision by the North Carolina Court of Appeals serves as a reminder to North Carolina nonprofit corporations that their members can bring derivative actions on behalf of the nonprofit. But, if such actions are...more
On January 7, 2014, the Fourth Circuit applied the “nerve center” test for determining a corporation’s principal place of business for diversity jurisdiction. The Supreme Court recently adopted the nerve center test in Hertz...more
On November 8, 2013, the North Carolina Supreme Court issued a rare opinion addressing the duties of corporate directors and reaffirming that those duties are generally owed only to the corporation itself rather than the...more