North Carolina Lawyers Weekly
Dual representation of a corporation and its directors in a shareholder derivative action was permissible where shareholders had not alleged serious misconduct by the directors, such as theft, fraud, or self-dealing. We deny plaintiffs’ motion to disqualify counsel from dual ...
Read More »Corporate – First Impression – Derivative Action – Claims against Directors – Joint Representation of Corporation and Directors
Corporate — Shareholder’s Records Request – Renovation Project – Business Judgment Rule 
A qualified shareholder of the defendant-country club seeks to inspect corporate records to investigate whether a proposed renovation project is in the country club’s best interest, whether the board’s approval of the project complies with the country club’s bylaws, whether ...
Read More »Corporate — LLC – Members’ Authority – Attorney’s Fees – Reconsideration
Defendant Greater Greensboro Entertainment Group, LLC’s (GGEG’s) operating agreement requires a majority in interest of GGEG to agree on any expenditure exceeding $10,000, such as the contingency fee agreement the plaintiff-law firm seeks to enforce. After this court’s denial of ...
Read More »Corporate — New Board Members – Civil Practice – Standing – Default Judgment
The individual defendants, former officers and board members of plaintiff American Transportation Group Insurance Risk Retention Group (ATGI), have provided no cogent argument or authority as to how the presence of new members on the ATGI board means the ...
Read More »Corporate — LLC Member Accounts – Referee’s Report – Deficits – Settlement Agreement
The members of a limited liability company agreed to settle a lawsuit over their capital account dispute; after a referee submitted his report, either party was to make the payment required to balance their capital accounts. Where defendant had a ...
Read More »Corporate – Reorganization – Conflict of Interest – Members’ Meeting – Insufficient Showing
A non-profit corporation was reorganized into new for-profit and non-profit arms; plaintiffs seek a declaration voiding the reorganization on the ground that it was a conflict-of-interest transaction in that defendants Jurgens and Russell intended to become the sole equity members ...
Read More »Corporate – Records Inspection – Standing – Pennsylvania Law – Board Meeting Minutes – Shareholder List
Although plaintiff’s shares were redeemed after the commencement of this lawsuit, the court predicts that Pennsylvania’s courts would rule that plaintiff nevertheless has standing to continue to seek production of the defendant-corporation’s records. The court grants summary judgment for plaintiff ...
Read More »Corporate – Minority Shareholder – Judicial Dissolution Claim – Other Remedies
Even though plaintiff owns, at most, two percent of the shares of the defendant-corporation, G.S. § 55-14-30(2)(ii) does not impose a minimum share ownership requirement on a claim for judicial dissolution. Furthermore, a court is not required to dissolve a ...
Read More »Corporate – LLC Operating Agreement – Dueling Amendments – Family Farm – Capital Contributions
In 2010, while the parties’ father was still alive, he asked his attorney to amend the operating agreement for the family-farm limited liability company. Unfortunately, none of the siblings can remember whether anyone but their father actually read the amendment, ...
Read More »Corporate – Shareholders’ Agreement – Put & Call Rights – Withheld Dividends – ‘Controlling Shareholder’
The parties’ shareholders’ agreement for GoPrime Mortgage, Inc. (Prime), is ambiguous as to who is to buy defendant’s shares when he exercises his “put” right, so plaintiff has stated a claim for a declaratory judgment. However, since both parties own ...
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