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Corporate – Nonprofit – Membership Dues – Resignation
The plaintiff-country club’s membership documents – both at the time defendants joined and at the time they resigned – required resigning members to continue paying dues and other amounts until their membership was reassigned. Since the Nonprofit Corporation Act also provides, “The resignation of a member does not relieve the member from any obligations the […]
Corporate – Asset Purchase – ‘Mere Continuation’ – Same Directors – Not Enough
When a company’s assets are purchased, the fact that the buyer continues the predecessor company’s operations with the same officers is not enough to hold the successor corporation liable for the predecessor company’s liabilities. We reverse the Court of Appeals’ decision, which upheld the trial court’s ruling that plaintiffs could recover from the successor corporation. […]
Corporate – Shareholders’ Derivative Complaint – Demand on Directors – Futility – Directors’ Liability
Where the plaintiff-shareholders allege that the defendant-directors (1) caused nominal defendant SCANA Corp. to make misleading statements, (2) approved “incentive award” pay for SCANA’s officers despite SCANA’s nuclear project being in jeopardy, and (3) failed to ensure that SCANA’s filings with the Securities and Exchange Commission were accurate, plaintiffs have sufficiently alleged [...]
Corporate – Piercing the Veil – Amalgamation of Interests – Manager’s Ownership Accrual
The court formally recognizes the amalgamation of interests, or single business enterprise, theory for piercing the corporate veil. However, (1) the trial court overlooked the fact that the corporations in question were S-corporations, which are allowed to overlook corporate formalities; (2) the trial court failed to assign the burden of proof to plaintiff, as […]
Corporate – Nonprofit – Membership Dues – Resignation or Expulsion
The varying bylaws, membership offering plans, and general club rules of the plaintiff-club, a nonprofit corporation, create an ambiguity regarding the obligation of a resigning member to continue paying dues post-resignation. Some of the documents say a member is responsible for paying dues until the membership is reissued, while others say the member is only […]
Corporate – LLCs liable for owner’s debts
Because Delaware law likely would allow creditors to reach LLCs’ assets under the theory of reverse veil-piercing, a debtor’s companies – which owned and managed his personal assets and in which he was the sole owner – could be held jointly liable for a judgment entered against him. Background This appeal raises the question whether […]
Corporate – Contract – Conspiracy – Civil Practice – Personal Jurisdiction – Agency
Outpost Capital Management, LLC v. Prioleau (Lawyers Weekly No. 002-199-17, 16 pp.) (Richard Mark Gergel, J.) 2:16-cv-03684; D.S.C. Holding: As the sole member of HMB Ventures, LLC, defendant Minor had the authority to terminate HMB’s manager, defendant Prioleau; therefore, Prioleau’s termination was not the result of a conspiracy between Minor and Prioleau (allegedly as a […]
Corporate – Shareholders’ Derivative Action – Demand Futility – Insufficient Showing – Outside Directors
In re World Acceptance Corp. Derivative Litigation (Lawyers Weekly No. 002-080-17, 27 pp.) (Mary Geiger Lewis, J.) 6:15-cv-02796; D.S.C. Holding: An independent auditor approved the nominal defendant-corporation’s accounting practices, and plaintiff-shareholders have failed to allege specific facts to support their claims that it would have been futile for them to make a demand on the […]
Corporate – Antitrust Claims Fail Against Concert Promoters
It’s My Party Inc. v. Live Nation Inc. (Lawyers Weekly No. 001-028-16, 31 pp.) (Wilkinson, J.) No. 15-1278, Feb. 4, 2016; USDC at Baltimore, Md. (Motz, J.) 4th Cir. Holding: It’s My Party Inc., a regional concert promoter that owns venues such as the Merriweather Post Pavilion, loses its antitrust suit against national concert promoter […]
Corporate — Shareholder Shows ‘Scienter’ for Securities Fraud
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 federal securities laws by making materially misleading statements and omissions about the development and likely […]
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 him from bringing an action for stockholder oppression. We affirm the special referee’s rulings in […]
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 director and shareholder of plaintiff, and plaintiff’s claim – that defendant breached her fiduc[...]
Business Law
- Economy forces attorneys to get down to business
- Business Court judges trawl for customers
- Va. company's Web site did not subject business to personal jurisdiction in S.C., appeals panel rules
- Former running back from S.C. wins courtroom victory in contract dispute
- Contract – Government Contract – Qui Tam – False Claims Act
- Tort – Business Tort – Va. Computer Crimes Act – Trade Secrets
- Consumer Protection – FCRA – Auto Loan – Bank Accounting Errors
- Licenses & Permits – Beer & Wine Permit – Restrictive Covenant – Suitable Location
- Licenses & Permits – Veterinarian – Vaccine Maintenance
- State regulators look at car dealer accused of lying to customers
- Textile firm, railroad settle Graniteville train wreck lawsuit
- Subprime mortgage meltdown hits securities law
Commentary
- Virginia Tech student got due process in hearing
- High court justices cross the line of propriety
- High court’s term was rough on big business
- The flip side of generative AI in law and how to address it
- The fight for equal educational opportunity continues
- Letter From The Editor – Working from Home
- NLRB joins FTC in taking aim at non-competes
- Supreme Court leaves key internet protection untouched
- US Supreme Court bites back at parody’s use of the First Amendment
- My goal: Provide the information that you need now
- Case study: North Carolina courts provide guidance on scope, limitations of attorney-client privilege
- A Different Ode to Pro Bono Work
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