About | HeinOnline Law Journal Library | HeinOnline Law Journal Library | HeinOnline
LOG IN
LOG IN

Case Citations [1] (July 2019 - August 2020)

handle is hein.ali/alicgv0094 and id is 1 raw text is: PRINCIPLES OF THE LAW OF CORPORATE GOVERNANCE PART VII. REMEDIES CHAPTER 1. THE DERIVATIVE ACTION § 7.01 Direct and Derivative Actions Distinguished Conn.2019. Subsec. (d) cit. and quot. in sup., cit in ftn., cit. and quot. in conc. and diss. op., cit. but not fol. in case cit. in conc. and in diss. op.; com. (d) quot. in sup.; com. (e) quot. in conc. and diss. op. Member of a limited-liability company that made a bridge loan to commercial real-estate lending business filed, among other things, direct claims for breach of fiduciary duty and breach of the implied covenant of good faith and fair dealing against principal of business and against another entity owned by principal, based on their failure to repay the loan. After a bench trial, the trial court rendered judgment in favor of plaintiff on his direct claims for breach of fiduciary duty and breach of the implied covenant of good faith and fair dealing. Affirming in part, this court held that the trial court correctly concluded that plaintiff had standing to bring direct claims against defendants under the Principles of Corporate Governance § 7.01, because it was undisputed that plaintiff was limited-liability company's sole member and that he funded the loan with his personal funds. The dissent argued that the analysis of jurisdictions that had rejected § 7.01 were more persuasive, and that plaintiff should have filed his direct claims against defendants as derivative claims on behalf of his limited-liability company. Saunders v. Briner, 221 A.3d 1, 23, 24, 26, 27, 31, 33-37. Ind.App.2019. Quot. in case quot. in disc. Shareholders of a publicly-traded corporation that franchised and operated restaurant chains filed a class action against corporation, its board, its controlling shareholder, and entities involved in a proposed merger with corporation, challenging defendants' reclassification of their shares and their treatment of certain other shares as voting stock in connection with the merger. The trial court granted defendants' motion to dismiss. This court affirmed, holding that plaintiffs' claims were barred by the Dissenters' Rights Statute. In making its decision, the court cited the Principles of Corporate Governance § 7.01 in explaining that plaintiffs' claims were direct claims that were brought in the name of a shareholder against a corporation to redress injuries sustained by shareholders or to enforce duties owed to shareholders, rather than derivative claims that were brought by a shareholder against a third party on a corporation's behalf Hipps v. Biglari Holdings, Inc., 136 N.E.3d 629, 636. Wyo.2019. Subsec. (d) cit. and quot. but not fol.; com. (e) quot. in ftn. Sub-group of limited partners in a limited partnership sued estate of the sole general partner of the limited partnership, seeking to remedy losses incurred when decedent disposed of the limited partnership's real property. The trial court granted defendant's motion to dismiss, finding that plaintiffs alleged harms that had to be filed as a derivative action on behalf of the limited partnership, because the property transactions at issue injured the limited partnership itself. This court affirmed. The court declined plaintiffs' request to adopt a rule guided by the Principles of Corporate Governance § 7.01, which granted courts discretion to allow certain COPYRIGHT ©2020 By THE AMERICAN LAW INSTITUTE All rights reserved Printed in the United States of America <« q et r For earlier citations, see the Appendices, Supplements, or Pocket Parts, if any, that correspond to the subject matter under examination.

What Is HeinOnline?

HeinOnline is a subscription-based resource containing thousands of academic and legal journals from inception; complete coverage of government documents such as U.S. Statutes at Large, U.S. Code, Federal Register, Code of Federal Regulations, U.S. Reports, and much more. Documents are image-based, fully searchable PDFs with the authority of print combined with the accessibility of a user-friendly and powerful database. For more information, request a quote or trial for your organization below.



Contact us for annual subscription options:

Contact Us

Already a HeinOnline Subscriber?

Log In

profiles profiles most