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The question before the Delaware Supreme Court in this case was whether the Court of Chancery properly applied Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014) (“MFW”) by reading it as: (1) allowing for the application of the business judgment rule if the controlling stockholder conditions its bid on both of the key procedural protections at the beginning stages of the process of considering a going private proposal and before any economic negotiations commence; and (2) requiring the Court of Chancery to apply traditional principles of due care and to hold that no litigable question of due care exists if the complaint fails to allege that an independent special committee acted with gross negligence. In the Supreme Court's previous affirmance of the Court of Chancery in Swomley v. Schlecht, 128 A.3d 992 (Del. 2015), the Court held that an interpretation of MFW based on these principles was correct. Accordingly, the Court affirmed. View "Flood v. Synutra International, Inc., et al." on Justia Law

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This case was presented to the Vermont Supreme Court after a lengthy bench trial between appellants/cross-appellees Kneebinding, Inc. (Kneebinding) and Kneebinding company directors John and Tina Springer-Miller (the Springer-Millers), and appellee/cross-appellant Richard Howell that resulted in a series of interlocutory decisions before final judgment. Kneebinding and the Springer-Millers appealed the trial court’s decisions regarding: (1) a stipulated fine for Howell’s alleged violations of an injunction prohibiting him from speaking in certain settings about Kneebinding or the Springer-Millers; (2) termination of the injunction; (3) other contempt sanctions for Howell’s alleged violations of the injunction; (4) defamation damages; (5) Kneebinding’s claim of tortious interference with contract; and (6) attorney’s fees. With respect to their appeal, the Supreme Court affirmed in part, reverse in part, and remand for further proceedings. Howell appealed the trial court’s denial of his third-party shareholder derivative and direct claims against the Springer-Millers for fraud in the inducement and various alleged breaches of fiduciary duties. The Supreme Court affirmed the trial court’s judgment on these claims. View "Kneebinding, Inc. v. Howell" on Justia Law

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At issue in this case is whether a court should alter contractual obligations in a corporate reorganization, when the corporation utilized the type of reorganization it used in order to avoid altering its contractual obligations. The type of reorganization used in this case was referred to as a reverse triangular merger. The usefulness of such a merger is to leave the target corporation intact as a subsidiary of the acquiring corporation where the target corporation has contracts or assets that are not easily assignable. The Court of Appeal concluded that where the form of reorganization was not chosen to disadvantage creditors or shareholders, it would not ignore the form of reorganization chosen by the corporation. View "North Valley Mall v. Longs Drug Stores etc." on Justia Law

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Guadalupe Ontiveros, as minority shareholder in Omega Electric, Inc. (Omega), sued majority shareholder Kent Constable, his wife Karen, and Omega, asserting direct and derivative claims arising from a dispute over management of Omega and its assets. In response to Ontiveros's claim of involuntary dissolution of Omega, Appellants filed a motion to stay proceedings and appoint appraisers to fix the value of Ontiveros's stock. The superior court granted the motion, staying the action. Ontiveros then tried to dismiss his claim for involuntary dissolution without prejudice, but the court clerk would not accept his filing because the matter had been stayed. Ontiveros thus filed a motion, asking the court to revoke its order granting Appellants' motion, or in the alternative, to reconsider and then vacate the order. The court treated that motion as a motion for leave to file a dismissal with prejudice under Code of Civil Procedure section 581 (e), granted the motion, and allowed Ontiveros to dismiss his cause of action for involuntary dissolution of Omega. Without the existence of that claim, the court found no basis on which to stay the action and order an appraisal of the stock. As such, the court lifted the stay, terminating the procedure. Appellants appealed, contending the court abused its discretion in granting Ontiveros's motion. In addition, Appellants argued the trial court improperly interpreted section 2000 in granting the motion. Ontiveros countered by arguing the trial court's order was not appealable. The Court of Appeal determined Appellants presented an appealable issue, and was persuaded the trial court abused its discretion here: the superior court relied upon that code section as a mechanism to lift the stay and terminate the section 2000 special proceeding, misapplying the law. Consequently, the trial court's order was reversed. View "Ontiveros v. Constable" on Justia Law

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Lester and William Lee created LIA in 1974 as a public company. William’s sons (Lester's nephews) later joined the business. LIA subsequently bought out the public shareholders, leaving Lester owning 516 shares; William owned 484. William created the Trust to hold his shares. The nephews served as trustees. Lester encountered difficulties with another company he owned, Maxim. He proposed that Maxim merge with LIA; William rejected this idea. Lester told the nephews, “I will screw you at every opportunity,” and made other threats, then, as majority shareholder, approved a merger of LIA and another company. The Trust asserted its rights under Indiana’s Dissenters’ Rights Statute. Lester gutted LIA to prevent the Trust from collecting the value of its LIA shares. He bought property from LIA on terms favorable to him and realized substantial profits. LIA subsidiaries were transferred for little or no consideration to Lester’s immediate family. Lester also perpetrated a collusive lawsuit, resulting in an agreed judgment that all LIA assets should be transferred to him and his companies. Lester did not disclose these actions to the nephews. In 2008, the Jennings Circuit Court conducted an appraisal in the dissenters’ rights action. Between the trial and the judgment, Lester dissolved LIA. The court entered a $7,522,879.73 judgment for the Trust. In 2012, Lester petitioned for Chapter 7 bankruptcy. The Trust initiated a successful adversary proceeding to pierce LIA’s corporate veil and hold Lester personally liable for the judgment. The Seventh Circuit affirmed, noting the facts were undisputed. View "William R. Lee Irrevocable Trust v. Lee" on Justia Law

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In March 2016, soon after The Fresh Market (the “Company”) announced plans to go private, the Company publicly filed certain required disclosures under the federal securities laws. Given that the transaction involved a tender offer, the required disclosures included a Solicitation/Recommendation Statement on Schedule 14D-9 which articulated the Board’s reasons for recommending that stockholders accept the tender offer from an entity controlled by private equity firm Apollo Global Management LLC (“Apollo”) for $28.5 in cash per share. Apollo publicly filed a Schedule TO, which included its own narrative of the background to the transaction. The 14D-9 incorporated Apollo’s Schedule TO by reference. After reading these disclosures, as the tender offer was still pending, plaintiff-stockholder Elizabeth Morrison suspected the Company’s directors had breached their fiduciary duties in the course of the sale process, and she sought Company books and records pursuant to Section 220 of the Delaware General Corporation Law. The Company denied her request, and the tender offer closed as scheduled on April 21 with 68.2% of outstanding shares validly tendered. This case calls into question the integrity of a stockholder vote purported to qualify for “cleansing” pursuant to Corwin v. KKR Fin. Holdings LLC, 125 A.3d 304 (Del. 2015). In reversing the Court of Chancery's judgment in favor of the Company, the Delaware Supreme Court held "'partial and elliptical disclosures' cannot facilitate the protection of the business judgment rule under the Corwin doctrine." View "Morrison, et al. v. Berry, et al." on Justia Law

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The Eighth Circuit affirmed DNRB's conviction of a Class B misdemeanor for willfully violating two safety regulations and causing an employee's death. The court held that, because the employee was not connected to an anchorage point before he fell, there was sufficient evidence that DNRB violated 29 C.F.R. 1926.760(a)(l) and (b)(1); sufficient evidence supported the district court's finding of willful violation by the company; and the factual findings were sufficient to support a conclusion that DNRB's failure to comply with the safety standards caused the employee's death. The court rejected DNRB's challenges to other-acts evidence and FRE 404(b) evidence; the district court considered and applied the 18 U.S.C. 3553(a) factors before imposing a $500,000 fine; and the district court could impose the maximum fine allowed by law even though it recognized the likelihood DNRB, which had ceased operations, might not be able to pay. View "United States v. DNRB, Inc." on Justia Law

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Kohl’s operates more than 1000 stores, 65 percent of which are leased. In 2011, Kohl’s announced that it was correcting several years of its financial filings because of multiple lease accounting errors. Plaintiffs, led by the Pension Fund, filed suit under the Securities Exchange Act of 1934, 15 U.S.C. 78j(b), SEC Rule 10b-5, and the “controlling person” provisions of 15 U.S.C. 78t(a), alleging that Kohl’s and two executives defrauded investors by publishing false and misleading information prior to the corrections. The Fund argued that one can infer that the defendants knew that these statements were false or recklessly disregarded that possibility because Kohl’s recently had made similar lease accounting errors. Despite those earlier errors, it was pursuing aggressive investments in leased properties, and at the same time, company insiders sold considerable amounts of stock. The district court dismissed the complaint with prejudice for failure to meet the enhanced pleading requirements for scienter imposed by the Private Securities Litigation Reform Act. The Seventh Circuit affirmed, reasoning that the complaint fell short and the Fund did not suggest how an amendment might help. The Fund made a strong case that many of Kohl’s disclosures regarding its lease accounting practices were false but that is not enough. The Fund provided very few facts that would point either toward or away from scienter. View "Pension Trust Fund for Operating Engineers v. Kohl's Corp." on Justia Law

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Devon, a Pennsylvania corporation, sells computer products; Bennett and DiRocco, a married couple, jointly own 100 percent of Devon’s shares as tenants by the entirety. In 2010, Devon obtained a contract from Dell. Devon contracted with Clientron, a Taiwanese company, to manufacture Dell's computers. Clientron shipped them directly to Dell; Dell paid Devon. Devon stopped paying Clientron entirely in 2012, owing over $6 million. Dell terminated its relationship with Devon, paying Devon $2 million, none of which reached Clientron. Pursuant to their contract, Clientron requested arbitration in Taiwan; arbitrators awarded Clientron $6.5 million. Clientron then sued Devon, Bennett, and DiRocco in Pennsylvania to enforce the award and seeking $14.3 million in damages for fraud and breach of contract. Clientron alleged that Devon was the alter ego of the couple. During discovery, the defendants continually failed to meet their obligations under the Federal Rules. The court entered sanctions, and instructed the jury that it was permitted, but not required, to make an adverse inference due to Devon' discovery conduct; the instruction did not reference Bennett or DiRocco. The jury found Devon liable for breach of contract and awarded Clientron an additional $737,018 in damages but rejected Clientron’s fraud claim and declined to pierce Devon’s corporate veil. Post-trial, the court pierced the veil to reach Bennett but not DiRocco, holding Bennett personally liable for the $737,018 damages award and the $44,320 monetary sanction earlier imposed on Devon; it did not make Bennett personally liable for the Taiwanese arbitration award. Devon is insolvent The Third Circuit vacated; the court committed legal error in piercing Devon’s veil to reach only Bennett and in holding Bennett personally liable for only part of the judgment. View "Clientron Corp. v. Devon IT Inc" on Justia Law

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Plaintiffs sought a declaratory judgment that they were not subject to federal recordkeeping laws dealing with the distribution of cigarettes. The DC Circuit held that neither the Contraband Cigarette Trafficking Act of 1978 nor the implementing regulations contain any language exempting tribal entities operating on Indian reservations from the federal recordkeeping requirements. The Act's recordkeeping requirements apply to any person; under federal law, "person" includes "corporations"; plaintiffs are "corporations"; and therefore plaintiffs are "persons" and the Act's recordkeeping requirement applied to them. Furthermore, the statutory context was another reason why the district court correctly held that Congress did not exempt the corporate plaintiffs from the Act's recordkeeping provision. View "Ho-Chunk, Inc. v. Sessions" on Justia Law