This is another case summary by associate Carl Neff about another example of the Bankruptcy Court’s application of Delaware corporate law. The Harvard Corporate Governance Blog also published their own summary of the case noted below. A.; and (4) should be dismissed because the claims are moot anyway. 11, 2003) (breach of fiduciary duty case, relating to underlying fraudulent transfer, survived motion to dismiss). The motions have much in common, and I will summarize each motion here: The Stengos Motion alleges that the Amended Complaint: (1) fails to state a claim for breach of duty against the Stengos directors; (2) fails to state a claim for aiding and abetting breaches of fiduciary duty against the Stengos directors; (3) fails to state a claim for aiding and abetting fiduciary duty breaches against Technical Olympic, S. Ch., July 29, 2008), read opinion here, the Delaware Chancery Court rendered a decision that is "must reading" for anyone who needs to know the latest developments in Delaware corporate law involving mergers and acquisitions. Continue Reading Though the attention by the press to the Yahoo takeover dance has waned, in light of Carl Icahn’s deal to get on the board, and Microsoft playing coy, the three relatively recent Chancery Court decisions are compiled all in one place below.
Then, they led him to believe that other opportunities awaited him.
The Committee follows the Defendants' approach in its omnibus opposition. § 1334(b) and find that this is a core proceeding under § 157(b)(2)(O). aided and abetted breaches of fiduciary duties by "substantially and knowingly participating in, inducing, encouraging, substantially assisting, and/or aiding or abetting the breaches of fiduciary duty" committed by directors, officers, and managers of the conveying subsidiaries.
The Defendants almost exclusively rely upon Delaware law because they argue that the Committee's claims primarily involve the internal affairs of business entities formed in Delaware. Count II alleges that the defendant directors, officers, and managers of TOUSA, Inc.
First, Standard General and its chief investment officer, Soohyung Kim, caused Magnacca to be appointed to the board of American Apparel, a struggling affiliate of Standard General.
According to the Trust, Standard General's attempts to co-opt Magnacca's loyalty manifested themselves both in actions and assurances.