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Grubb v. Bagley

At issue is breach of fiduciary duty and breach of a stockholders' agreement.

M&W, Inc. v. Pacific Guardian Life Insurance Co.

The Decision Previously Reported at this Citation has been Depublished and Withdrawn at the Request of the Court Order of Depublication Reported at: 1998 Haw. LEXIS 340.

Court Interprets Limited Partners' Rights to Be Very Restricted

In 1988, Host Marriott arranged to form a limited partnership to own three hotels and a 50% interest in a fourth.

Supreme Court Affirms Board's Reliance on Solvency Opinion

On appeal, plaintiffs brought a punitive class-action suit alleging that the repurchase of shares in connection with an acquisition resulted in the impairment of capital.

Roger Wagner v. Don Foote

The Washington Court of Appeals affirmed the trial court's finding that part of proceeds of a sale of radio station holding five channels which were allocated by the buyer to a non-compete agreement in favor of the majority shareholder were in reality par ...

Lurid Picture of Greed II: The Sequel

Plaintiff William A. Brandt, Jr., the Chapter 7 trustee, filed an adversary proceeding against virtually every entity that was involved in the acquisition of Healthco, a provider of dental equipment and services.

Klang v. Smith's Food & Drug Center, Inc. (II)

Issue is whether directors breached their fiduciary duty of candor by failing to disclose material facts prior to shareholder approval of transactions.

Stockholders Allege Director/Employee Options Undervalued; No Independent Appraisal Evident

Before the court is a motion to dismiss based on the plaintiff's allegation of a breach of fiduciary duties.

In re Marriott Hotel Properties II

At issue is plaintiff's contention that the purchase price for any and all of the outstanding limited partnership units should have included a control premium and the defendants had a fiduciary duty.

Brandt v. Hicks, Muse & Co.

At issue is breach of fiduciary duty, breach of contract and gross negligence.

Plaintiff Challenges Going Concern Asset Valuation Premise Used in Solvency Opinion

Plaintiffs sought rescission on a series of transactions including a merger, stock repurchase and certificate amendment.

Noerr v. Specialty Equipment Companies

At issue is whether the defendants breached their fiduciary duty of loyalty by granting themselves options at an exercise price far below the shares' market value in a self-dealing transaction.

Klang v. Smith's Food & Drug Centers, Inc. (I)

Plaintiffs sought recission on a series of transactions including a merger, stock repurchase and certificate amendment on theory that directors breached fiduciary duty.

More Cases … Removal of Partner: Wilmington Leasing

In determining whether the limited partners had sufficient cause under the terms of the partnership agreement to remove the general partner, the court looked at the high value the general partner placed on the partnership's underlying assets.

More Court Cases... Shareholder Dispute: Cheyenne Software

Claiming a breach of fiduciary duties by the Cheyenne Software Board of Directors, the shareholders sought to have a preliminary injunction issued to delay an all-cash offer for the company.

Wilmington Leasing v. Parrish Leasing

At issue is whether the limited partners' determination that the general partner had failed to perform satisfactorily, reasonable and was made in good faith.

In re Cheyenne Software Shareholders Litigation

At issue is breach of fiduciary duties and the value of Cheyenne stock at the time of a merger with Computer Associates, Inc.

Shareholder Challenges Stock Purchase From Affiliated Company

Kahn challenges as unfair to Tremont a Dec. 3, 1991, transaction in which that corporation purchased a block of 7.8 million shares of common stock of NL Industries Inc. (representing 15% of NL's outstanding shares) from defendant Valhi Inc.

Kahn v. Tremont Corporation

At issue is whether the price paid by Tremont for 7.8 million shares of common stock of NL Industries, Inc. was too high.

Nebenzahl v. Miller

At issue is breach of fiduciary duties in connection with a merger agreement.

Reich v. Valley National Bank of Arizona

This is an action brought by the Secretary of Labor against Valley National Bank of Arizona (Valley) and others for breach of fiduciary duty in connection with an ESOP.

Samjens Partners 1 v. Burlington

At issue are the terms of a merger agreement including breach of fiduciary duty.

Horwitz v. Southwest Forest

At issue are the rights of the stockholders in regards to "poison pill" warrants.

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