Zak v. Chelsea Therapeutics Int’l Ltd. (Lawyers Weekly No. 001-047-15, 43 pp.) (Keenan, J.) No. 13-2370, March 16, 2015; USDC at Charlotte, N.C. (Cogburn, J.) 4th Cir. Holding: The 4th Circuit revives a shareholder’s suit alleging a pharmaceutical company violated ...Read More »
Corporate — Family Business – Shareholder Oppression – Unclean Hands – Tort/Negligence – Breach of Fiduciary Duty & Conversion
Mason v. Mason (Lawyers Weekly No. 011-024-15, 27 pp.) (Aphrodite Konduros, J.) Appealed from Horry County (Ralph Stroman, Special Referee) S.C. App. Holding: Where the plaintiff-son himself was behind most of the schemes he complains of, his unclean hands bar ...Read More »
Corporate — Director & Shareholder – Civil Practice – Ripeness – Domestic Relations – Equitable Distribution Action
Happy Times Discount Beverage, Inc. v. Podrebarac (Lawyers Weekly No. 002-007-15, 9 pp.) (J. Michelle Childs, J.) 0:14-cv-00129; D.S.C. Holding: Although there is ongoing equitable distribution litigation between defendant and plaintiff’s other shareholder, defendant still maintains that she is a ...Read More »
Blue Star Rental & Sales, Inc. v. Ridge Environmental, LLC (Lawyers Weekly No. 010-136-14, 5 pp.) (Kaye Hearn, J.) Appealed from Aiken County (Robert Smoak, Jr., Special Referee) S.C. S. Ct. Unpub. Holding: Where an officer of a corporation filed ...Read More »
Levy v. Carolinian, LLC (Lawyers Weekly No. 010-104-14, 8 pp.) (John Kittredge, J.) Appealed from Horry County Circuit Court (Steven John, J.) S.C. S. Ct. Holding: The respondent-limited liability company had the right to redeem its member’s distributional interest from ...
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Hansen v. Fields Co. (Lawyers Weekly No. 010-097-14, 8 pp.) (Kaye Hearn, J.) Appealed from Charleston County Circuit Court (Kristi Harrington, J.) S.C. S. Ct. Holding: Since the defendant-LLC never ratified any of its promoter’s preformation contracts, the LLC is ...Read More »
McPheely v. Adams Since plaintiffs’ allegations indicate that they did not purchase shares of nominal defendant Scio Diamond Technology Corp. until June 1, 2012 at the earliest, plaintiffs lack standing to complain of any alleged wrongdoing that occurred before June 2012.
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Kriti Ripley, LLC v. Emerald Investments, LLC Plaintiffs Kriti Rippley, LLC and Ashley River Properties II, LLC have a judgment against Kriti’s fellow member of Ashley – defendant Emerald Investments, LLC -- and Emerald’s owner, defendant Longman; plaintiffs have had a charging order against Emerald’s interest in Ashley for two and a half years; plaintiffs have received no payments toward the judgment; and Ashley has not and is not in a position to make distributions; therefore, foreclosure is the appropriate remedy.
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Menezes v. WL Ross & Co Under Delaware law, plaintiff’s breach of fiduciary duty claim arose when the terms of a merger between his former employer and another company were approved by the employer’s board of directors, not when the merger was officially closed by vote of the shareholders.
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Dumit v. Holtzman Although the parties personally guaranteed their limited liability company’s original debt, the refinancing of that debt wiped out the personal guaranties. Because the LLC’s operating agreement prohibits a right to contribution, plaintiff cannot use his relationship with defendant as a member of the LLC to seek contribution. Moreover, plaintiff has not shown the elements necessary to establish contribution independent of his role as an LLC member.
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