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Case Citations [1] (April 2017 through August 2017)

handle is hein.ali/alicgv0089 and id is 1 raw text is: PRINCIPLES OF THE LAW OF CORPORATE GOVERNANCE PART I. DEFINITIONS § 1.10 Controlling Shareholder N.C.App.2016. Cit. and quot. in disc. Trustee for corporate shareholder, on behalf of other shareholders, brought, inter alia, an action for breach of fiduciary duty and aiding and abetting breach of fiduciary duty against minority shareholder, alleging that a transaction by corporation that was orchestrated by minority shareholder led to loss of value to other shareholders' shares and voting power. The trial court granted defendant's motion to dismiss. This court reversed in part and remanded, holding that in certain circumstances a minority shareholder could exercise control of a corporation and thus owe the other shareholders a fiduciary duty. The court noted that while, under Principles of Corporate Governance § 1.10, there was a presumption of control when a shareholder owned 25% of a corporation, in Delaware and North Carolina courts, control was presumed only where the shareholder held a numerical majority interest. Corwin v. British American Tobacco PLC, 796 S.E.2d 324, 332. PART VII. REMEDIES CHAPTER 1. THE DERIVATIVE ACTION § 7.01 Direct and Derivative Actions Distinguished E.D.Va.2016. Com. (c) quot. in sup. Owner of Freddie Mac's junior preferred stock brought an action in state court against Freddie Mac, seeking to inspect corporate records regarding a provision in an amended senior preferred-stock purchase agreement between the U.S. Department of the Treasury and Freddie Mac, through the Federal Housing Finance Authority (FHFA) that was its conservator under authority from the Housing and Economic Recovery Act (HERA). After removal, this court granted defendant's motion to dismiss for lack of subj ect-matter jurisdiction, holding that HERA's transfer of power to the FHFA eliminated plaintiff s right to inspect corporate records. Citing Principles of Corporate Governance § 7.01, Comment c, the court rejected plaintiff s reliance on caselaw regarding the distinction between a derivative lawsuit and direct lawsuit, explaining that, here, the issue was whether plaintiff possessed the right he believed was infringed. Pagliara v. Federal Home Loan Mortgage Corporation, 203 F.Supp.3d 678, 686, 687. Tenn.2016. Subsec. (d) cit. in ftn. but dist. In a dispute between shareholders of a closely-held family corporation, shareholders who purchased corporation's assets for use by their newly formed company brought claims for, among other things, breach of fiduciary duty against shareholder/officer of corporation who, unbeknownst to plaintiffs, depleted corporation's assets prior to the sale and set up a competing business. After a bench trial, the trial court awarded plaintiffs damages; the court of appeals For earlier citations, see the Appendices, Supplements, or Pocket Parts, if any, that correspond to the subject matter under examination.

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