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Corporate — Appearance through Officer – Attorneys – Unauthorized Practice of Law
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 the complaint but the corporation thereafter retained representation throughout the trial, the unauthorized practice of […]
Corporate – LLC – Charging Order – Foreclosure – Redemption Right
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 the appellant-judgment creditors up until the creditors foreclosed their charging order on the member’s distributional [&hell[...]
Corporate – Promoter – Contract – Tort/Negligence – First Impression
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 not liable for any breach of those contracts; moreover, we adopt the majority rule that […]
Corporate – Shareholders’ Derivative Suit – Civil Practice – Standing – Arbitration
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.
Corporate – LLC – Judgments — Charge Order – Foreclosure – Civil Practice – Appeals
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 payment[...]
Corporate – Civil Practice – Statute of Limitations – Delaware Law – Breach of Fiduciary Duties
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.
Corporate – LLC Debt – Members’ Contributions Members’ Contributions
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 el[...]
Corporate – LLC – Contract – Real Property – Member Dissociation – Distributional Interest
Park Regency, LLC v. R&D Development of the Carolinas, LLCIn this case filed to dissociate a member from a limited liability company, the trial court did not err in fashioning relief from the entirety of the parties’ agreement, rather than limiting its review to the dissociation provisions.
Corporations – Minority shareholder – Freezing out – Shares in escrow
Ballard v. Roberson Investor shareholders oppress minority a shareholder pursuant to Section 33-14-300(2)(ii) of the South Carolina Code by inappropriately amending their Articles of Incorporation to freeze out the founder by removing his control and substantially diluting his ownership interest.
Corporate – Shareholder Suit – Direct vs. Derivative – Banks & Banking – Receivership
Bowen v. Houser Even though shares of stock are the personal property of the plaintiff-shareholders, and even though any decrease in the market value of the shares is a direct loss to each shareholder’s personal property, a decrease in the value of all outstanding stock is in no way “separate” or “distinct” from the harm to the corporation that causes such a decrease.
Corporate – Shareholders’ Lawsuit – Direct Claims – Stock Price Decline – Derivative Claims Only – Banks & Banking – Tort/Negligence
Rice-Marko v. Wachovia Corp. Since the plaintiff-shareholders are complaining about the diminution in the value of their stock, they have no direct claim against the defendant-banks or the defendant-bank officers. We affirm the trial court’s order dismissing plaintiffs’ claims.
Corporate – LLC – Member Contributions – Handwritten Note
Clary v. Borrell A short, handwritten note from defendant did not satisfy the LLC operating agreement’s provisions for requiring a member to make a capital contribution.
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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