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Corporate – Contract – LLC Operating Agreement – Asset Sale – ‘With’ Affiliates – Minority Member Approval (access required)

Schultheis v. Hatteras Capital Investment Management, LLC (Lawyers Weekly No. 14-15-0534, 12 pp.) (John Jolly Jr., Ch. J.) 2014 NCBC 23 Holding: When the defendant limited liability company’s operating agreement required the approval of non-managing members before the LLC could ...

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Corporate – Nonprofit — Derivative Action – Brought Without Reasonable Cause — Attorneys’ Fee Award – Amount (access required)

McMillan v. Ryan Jackson Properties, LLC (Lawyers Weekly No. 14-07-0054, 18 pp.) (Robert C. Hunter, J.) Appealed from Guilford County Superior Court (Edgar B. Gregory, J.) N.C. App. Holding: Given that – at the summary judgment stage – plaintiffs could ...

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Corporate – Shareholder/Creditor Claims – Tort/Negligence – Breach of Fiduciary Duty – Piercing the Veil – Agency (access required)

Green v. Freeman Despite defendant Corinna Freeman’s positions as the owner of one of the three affiliated companies in question, the majority shareholder of the other two, and chairperson of all three companies, the plaintiff-investors only met her a handful of times and said nothing more than “hello.

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Corporate – LLC – Derivative Claim – Company Opportunities – Operating Agreement – Tort/Negligence (access required)

The Island Beyond, LLC v. Prime Capital Group, LLC Even though an LLC’s operating agreement granted its manager broad powers, including engaging in competition with the LLC, members of an LLC cannot contractually limit a manager’s liability for (1) actions it knows conflict with the interests of the LLC or (2) effecting transactions from which the manager derives an improper personal benefit.

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Corporate – Tort/Negligence – Breach of Fiduciary Duty – Withheld Information – Shareholder Vote – Direct or Derivative Action (access required)

Gusinsky v. Flanders Corp : Although a shareholder can bring a direct action against corporate directors who withheld material information before a shareholder vote, the shareholder’s complaint must allege why the withheld information was material. Defendants’ motion to dismiss is granted.

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