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Board of Directors Business Court Division

Williams Mullen

North Carolina Business Court’s Recent Opinions on Advancements and Indemnification for Company Officials

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Serving as a company official—whether an LLC manager or an officer or director of a corporation—can sometimes be a risky prospect. Company officials on occasion find themselves at the center of complex litigation solely...more

Brooks Pierce

Demand Futility Isn't Dead For Derivative Actions Against Non-Profit Corporations

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You probably thought that you would never again have to argue that a demand on a corporation's board of directors before filing a derivative action should be excused because it would have been futile. That's because the...more

Morris James LLP

Business Judgment Standard for Disinterested-Stockholder Approval

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The Delaware Supreme Court in Corwin v. KKR Financial Holdings LLC, No. 629, 2014 (Del., October 2, 2015), issued an important opinion authored by Chief Justice Leo E. Strine Jr. resolving uncertainty about the effect fully...more

Smith Anderson

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

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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

Defectively Issued Stock Declared Valid After Section 205 Analysis

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Corporations are operated by humans, at least until the rise of Skynet (infamous as a primary antagonist in the Terminator movie franchise). As humans are prone to err, corporate acts may also be executed in error. In 2014,...more

Morris James LLP

Should Proxy Contests Be Fair?

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The current surge in stockholder activism raises the interesting question whether proxy contests should be conducted fairly. Should the protagonists only tell the truth in soliciting votes or may they act like some...more

Smith Anderson

Significant Legislation Affecting Business Passed by General Assembly

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At the end of last week, the North Carolina General Assembly passed significant legislation affecting the State’s business legal climate. With large bipartisan majorities, the Legislature adopted Senate Bill 853 (SB 853),...more

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