You are so derivative
This type of claim is the opposite of derivative
What is a direct claim?
In this three ring case, the court said that it was okay for shareholders to pool their votes to elect directors
What is Ringling v. Ringling?
The director did not violate his duty of loyalty when his wife was featured in this
What is the Celanese radio hour?
(Bayer v. Beran)
The hair stylist Mrs. Cheshire was viewed as a "girl" but not as what?
What is a partner?
This statutory provision regulates the shareholder proxy system
What is Section 14 of the Securities and Exchange Act of 1934 (Proxies)
Shareholders often need to do this first before bringing a derivative action
What is make a demand to the board of directors?
In this case about baseball, the court found that a shareholder agreement to elect directors was what?
What is unenforceable and against public policy?
(MCquade v. Stoneham)
The director's refusal to have night baseball in Chicago was protected by this rule
What is the business judgment rule?
(Shlensky v. Wrigley)
A plaintiff sued Price Waterhouse USA after relying on Price Waterhouse Bahamas using this theory
What is partnership by estoppel?
(Young v. Jones)
This case dealt with goose liver
What is Lovenheim v. Iroquois Brands?
If a shareholder wants to avoid a demand, they have to show what
What is that there is reasonable doubt that the directors are incapable of acting independently or that the relevant decision is subject to the business judgment rule
In this case about pharmaceutical companies, a shareholder agreement was enforceable because of this fact
What is there were only two shareholders?
(Clark v. Dodge)
In this case about the wonderful world of Disney, the court spoke of this "third" fiduciary duty
What is the duty of good faith?
(In re Walt Disney Co Litigation)
When law firm partners take their clients and run, this is referred to as what?
What is grabbing and leaving?
(Meehan v. Shaugnessy)
In Sea Land versus Pepper Source, the court used this doctrine to hold Marchese personally liable for debts of Pepper Source
What is piercing the corporate veil?
In the case of Delaware County Employees Retirement v. Sanchez, the court found that demand could be excused because of what relationship
What is a rare 50-year friendship?
This penalty was imposed on Tila Estrada when she sided with Ventura 41?
What is she had to sell her shares back to the Broadcast Group?
(Ramos v. Estrada)
The founders an auction company helped themselves to preferential stock offerings from their investment bank in violation of what doctrine?
What is the corporate opportunity doctrine?
(In re eBay Shareholders Litigation)
When you want to kick a partner out, you do this to them?
What is disssociation?
This auto magnate was required to pay dividends because he acted outside of the corporation's purpose
Who is Henry Ford?
(Dodge v. Ford)
In In re Medtronic shareholder litigation, the court found that there was a direct claim by shareholders because of this.
What is a tax liability for one class of shareholders?
Two possible remedies for a minority shareholder freeze out?
What are
1. court ordered repurchase of shares
2. statutory liquidation; or
3. statutory appraisal rights?
In Meinhard v. Salmon, Justice Cardozo said that the duty of loyalty included this requirement in terms of possible competition between partners
What is the duty to disclose?
In terms of liability what is a key distinction between a corporation and a general partnership?
What is that the partners are personally liable for the debts of the partnership?
This type of action by majority shareholders can perpetuate the control of corporate founders like in the case of Google.
What is dual class recapitalization?