BDM Investments v. Lenhil, Inc. (Lawyers Weekly No. 14-15-0714, 10 pp.) (James Gale, J.) 2014 NCBC 32 Holding: Even if the court assumes that defendant Burnett was the alter ego of defendant Viable Corp., plaintiff’s allegations – that Burnett knew ...Read More »
Corporate – Contract – LLC Operating Agreement – Asset Sale – ‘With’ Affiliates – Minority Member Approval
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 – Shareholder Derivative Suit – Pre-Suit Demand – Unexcused – Tort/Negligence – Duke-Progress Merger
Krieger v. Johnson (Lawyers Weekly No. 14-15-0396, 18 pp.) (John Jolly Jr., Ch.J.) 2014 NCBC 13 Holding: Under Delaware law, plaintiff’s failure to make a pre-suit demand before filing this shareholder derivative suit is not excused; plaintiff failed to raise ...
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Reeger Builders, Inc. v. J.C. Demo Insurance Group, Inc. (Lawyers Weekly No. 14-16-0221, 15 pp.) (Wanda Bryant, J.) Appealed from Gaston County Superior Court (Yvonne Mims Evans, J.) N.C. App. Unpub. Holding: Even though defendant J.C. Demo Insurance Group Inc. ...
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Corporate – Nonprofit — Derivative Action – Brought Without Reasonable Cause — Attorneys’ Fee Award – Amount
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 ...Read More »
Corporate – Shareholder/Creditor Claims – Tort/Negligence – Breach of Fiduciary Duty – Piercing the Veil – Agency
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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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
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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