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Case Citations 1 (July 2017 through April 2018)

handle is hein.ali/alicgv0090 and id is 1 raw text is: PRINCIPLES OF THE LAW OF CORPORATE GOVERNANCE: ANALYSIS AND RECOMMENDATIONS PART VII. REMEDIES CHAPTER 1. THE DERIVATIVE ACTION Pa.Cmwlth.2017. Cit. in sup., adopted in case cit. in sup. §§ 7.02-7.10 and § 7.13, which constitute most of Part VII, Ch. 1. Members of the boards of trustees of two related nonprofit corporations filed a derivative action against president and chairpersons of the boards, alleging corporate mismanagement and breach of fiduciary duty. After a joint independent-investigating committee concluded that the derivative action was not in the best interests of the corporations and recommended that it not continue, the trial court granted plaintiffs' motion to compel discovery of all information provided to the committee, including legal opinions and advice that would otherwise be protected by the attorney-client privilege or the work-product doctrine, ruling that plaintiffs were entitled to that information under § § 7.02-7.10 and 7.13 of the Principles of Corporate Governance, which had been adopted by the Pennsylvania Supreme Court. This court vacated in part, holding that, although plaintiffs were entitled to assert the good cause exception to the attorney-client privilege, remand was necessary for the trial court to evaluate whether good cause existed under the circumstances. Pittsburgh History and Landmarks Foundation, 161 A.3d 394, 397-398. § 7.01 Direct and Derivative Actions Distinguished Minn.2017. Subsecs. (a) and (b) cit. in disc.; com. (c) cit. and quot. in disc. Shareholder brought an action against Minnesota corporation and its board of directors, claiming that he was harmed by corporation's acquisition of an Irish company through an inversion transaction that converted corporation into a wholly-owned subsidiary of the Irish holding company. The trial court dismissed plaintiff's claims as derivative to shareholders and subject to requirements of Minnesota Rules of Civil Procedure governing such actions. The court of appeals reversed with respect to most of plaintiff's claims. This court reversed in part the district court's decision, holding that claims asserting injuries to capital-gains tax liability and dilution of shareholders' interests were direct, because the nature of the injury alleged harmed the shareholders, not the corporation. The court referred to Principles of Corporate Governance § 7.01 in explaining how an action was characterized as direct or derivative based upon who was injured and entitled to recovery. In re Medtronic, Inc. Shareholder Litigation, 900 N.W.2d 401, 408, 409. § 7.13 Judicial Procedures on Motions to Dismiss a Derivative Action Under § 7.08 or § 7.11 For earlier citations, see the Appendices, Supplements, or Pocket Parts, if any, that correspond to the subject matter under examination.

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