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Case Citations [1] (July 2018 through August 2019)

handle is hein.ali/alicgv0093 and id is 1 raw text is: PRINCIPLES OF THE LAW OF CORPORATE GOVERNANCE PART VII. REMEDIES CHAPTER 1. THE DERIVATIVE ACTION Pa.2019. Cit. in disc. and cit. in conc. and diss. op. §§ 7.02-7.10 and § 7.13, which constitute most of Part VII, Ch. 1. Former members of the board of a nonprofit foundation and its subsidiary filed a derivative action against current board members, alleging that defendants improperly removed them in an attempt to thwart their oversight of foundation's president. The trial court granted plaintiffs' motion to compel defendants to produce certain documents that defendants withheld based on the attorney- client privilege. The court of appeals vacated and remanded for a determination as to whether to apply the good cause exception to the privilege. This court vacated in part and remanded, holding that the Principles of Corporate Governance § 7.13 provided an appropriate framework for addressing attorney- client privilege in the context of a motion to dismiss. A concurring and dissenting opinion pointed out that the General Assembly had enacted legislation that was intended to supersede §§ 7.03-7.10 and § 7.13. Pittsburgh History and Landmarks Foundation v. Ziegler, 200 A.3d 58, 60, 76, 85, 86. § 7.01 Direct and Derivative Actions Distinguished N.J.Super.App.Div.2018. Cit. and quot. in disc., cit. in case cit. in disc.; com. (c) cit. in sup.; com. (e) quot. in disc. After the parties' closely-held corporation defaulted on a loan, shareholder brought a lawsuit against co-shareholder, alleging, inter alia, that defendant had mismanaged the corporation and breached a contract between the parties. The trial court dismissed plaintiff s claims without prejudice, finding that plaintiff lacked standing to bring suit directly against defendant and that, instead, plaintiff should have brought a derivative claim on behalf of the corporation against defendant. This court reversed in part, holding that plaintiff had standing to bring his claims for breach of contract and breach of the duty of good faith. The court applied the factors listed under Principles of Corporate Governance § 7.01 in analyzing whether plaintiff s contract claims would materially prejudice the corporation's creditors, and concluded that plaintiff s claims were direct claims because there was no evidence that those claims would materially prejudice the corporation's creditors. Tully v. Mirz, 198 A.3d 295, 302, 303. § 7.02 Standing to Commence and Maintain a Derivative Action Pa.2019. Cit. in disc., cit. in ftn., cit. in conc. and diss. op. In a dispute over whether and to what extent current management of a corporation, after filing a motion to dismiss based on an independent committee's recommendation, was required to provide derivative plaintiffs with access to materials that would otherwise not be subject to discovery pursuant to the attorney-client privilege, this court held that the Principles of Corporate Governance § 7.13 provided an appropriate framework for addressing attorney-client privilege in the context of a motion to dismiss. In making its decision, the court noted that it had previously implemented a paradigm for addressing derivative litigation by adopting §§ 7.02- COPYRIGHT 02019 By THE AMERICAN LAW INSTITUTE All rights reserved Printed in the United States of America For earlier citations, see the Appendices, Supplements, or Pocket Parts, if any, that correspond to the subject matter under examination.

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