North Carolina Lawyers Weekly

Petitioner, a for-profit corporation, brought this action seeking a declaration that its memorandum of understanding (MOU) with its parent, a non-profit corporation, is a valid and enforceable contract. Petitioner’s purpose in seeking this declaration was to preserve its status as ...

In the merger of plaintiff Reynolds American and British American Tobacco, an imperfect, but nonetheless robust, deal process conducted by independent and sophisticated directors and financial advisors with deep and impeccable knowledge of plaintiff’s business and growth prospects considered all ...

The plaintiff-minority member of a limited liability company made its pre-suit demand on the defendant-majority member on the same day that plaintiff filed this action, thereby failing to comply with the 90-day waiting period required by G.S. § 57D-8-01(a)(2). However, ...

Where a long-term employee agreed to stay on and turned down a job offer from a different employer because defendants made him a shareholder in the defendant-corporation, this minority shareholder’s allegation that defendants subsequently terminated his employment could support a ...

An LLC member’s bare allegation that she made undefined written demands of the LLC is insufficient to allow her to bring derivative claims on behalf of the LLC. The court grants defendants’ motion to dismiss plaintiff’s derivative claims. The court ...

To the extent the nominal defendant LLC purports to have retained plaintiff’s counsel on its own behalf, the court has appointed a receiver who has the authority to take those steps necessary to continue or discontinue such representation. Defendants’ motion ...

In entering the consent order allowing petitioners to inspect the respondent-corporation’s records, the court did not make findings of fact or conclusions of law and did not decide whether petitioners had the right to inspect the demanded records in their ...

G.S. § 57D-8-01(a)(2) requires that, before a limited liability company member files a derivative claim, the member must first make a pre-suit written demand on the LLC. However, the statute does not specify how the demand is to be delivered. ...

In lieu of bonuses or raises, the plaintiff-employee agreed to accept “Phantom Units,” which are instruments that are assigned value under a formula provided in a “Phantom Compensation Plan” upon the sale of the defendant-employer at or above a certain ...

Corporate Shareholder’s Meeting – Statutory Application – Notice A minority (26 percent) shareholder – the applicant – in a private corporation demanded that the corporation hold a special shareholders’ meeting for the removal of certain directors within 30 days. Even ...