The document summarizes 10 notable business law cases from the past year. One case discusses Idaho statutes regarding liens and security interests in the context of a dispute over feed liens. Another case from Idaho addresses whether a bank's security interest continued in collateral after it was levied by a sheriff's sale to satisfy a money judgment. A third case from Idaho examines whether an alleged oral agreement for the sale of silica sand was enforceable or barred by the statute of frauds.
This document is a stipulation and order modifying a previous judgment in a divorce case between Gary W. XXXXXX and Barbara K. XXXXXX. It stipulates that (1) Barbara will receive $84,659 from Gary's 401(k) plan, ownership of their Florida condo, funds from rental and personal bank accounts, and levies against Gary's accounts; (2) these transfers settle all child and spousal support claims; (3) the 401(k) transfer is non-taxable; (4) Gary's additional child and spousal support obligations are deemed satisfied; and (5) enforcement actions against Gary will be terminated upon execution of this order.
Government’s response to defendant traian bujduveanu’s motion for severanceCocoselul Inaripat
This document is a response by the United States government opposing a motion for severance filed by defendant Traian Bujduveanu. Bujduveanu and co-defendant Hassan Saied Keshari were indicted for conspiracy to violate sanctions against Iran and export restrictions on arms. The government argues that severance is not warranted, as Bujduveanu fails to cite any specific statements or evidence that would unfairly prejudice him. Joinder of the defendants was proper under the rules as they were alleged to have participated in the same conspiracy. A joint trial is also presumed appropriate for co-conspirators.
Bad Faith Insurance Law Overview, Oregon Alaska Idaho MontanaSeth Row
This document summarizes bad faith law in the Pacific Northwest states of Oregon, Alaska, Idaho, and Montana. It outlines the requirements to bring a bad faith claim in each state, such as needing a special relationship in Oregon or the claim not being fairly debatable in Idaho. The standard of care expected of insurers is also discussed for each state, for example, acting as an ordinarily prudent insurer would in Oregon. Potential remedies like damages, attorney fees, and estoppel are mentioned for the different states. Contact information is provided for the authors at the end.
This document is an opinion and order from a United States District Court case between Siltronic Corporation and various insurance companies including Employers Insurance Company of Wausau regarding insurance coverage and payment of defense costs for environmental claims arising from contamination at the Portland Harbor Superfund site. The court considers Siltronic's motion for partial summary judgment that Wausau has a continuing duty to defend Siltronic under its 1978-79 insurance policy and must reimburse unpaid defense costs. The court provides background on the insurance policies and contamination issues before analyzing the relevant policy provisions and ruling on the motions.
National union v. redbox order on msj august 7 2014 wd waSeth Row
This order addresses National Union Fire Insurance Company's motion for summary judgment regarding its duties to defend and indemnify Redbox Automated Retail in various lawsuits. The court grants in part and denies in part the motion. Specifically, the court finds that National Union has a duty to defend Redbox in the Cain lawsuit, which alleges violations of Michigan's video rental privacy law, but not in the Mehrens lawsuit, which alleges violations of California's credit card receipt law. The court also finds that while National Union may issue reservations of rights and set reasonable rate caps when defending insureds, it must do so reasonably and in good faith.
The Latest Paradigm Shift in Health Care: Providers, Patients and Payers Play...Craig B. Garner
The presentation discusses recent paradigm shifts impacting disputes between providers, payers and patients. The role of alternative dispute resolution in the Affordable Care Act, including compliance
programs and Medicare is included, as well as the enforceability and use of mandatory arbitration agreements.
An appellate court denied soccer trainer Shelby Garigen's appeal of her prison sentence. Her crime? A young man, over the age of consent in New York, sent her nude pics.
This document is a stipulation and order modifying a previous judgment in a divorce case between Gary W. XXXXXX and Barbara K. XXXXXX. It stipulates that (1) Barbara will receive $84,659 from Gary's 401(k) plan, ownership of their Florida condo, funds from rental and personal bank accounts, and levies against Gary's accounts; (2) these transfers settle all child and spousal support claims; (3) the 401(k) transfer is non-taxable; (4) Gary's additional child and spousal support obligations are deemed satisfied; and (5) enforcement actions against Gary will be terminated upon execution of this order.
Government’s response to defendant traian bujduveanu’s motion for severanceCocoselul Inaripat
This document is a response by the United States government opposing a motion for severance filed by defendant Traian Bujduveanu. Bujduveanu and co-defendant Hassan Saied Keshari were indicted for conspiracy to violate sanctions against Iran and export restrictions on arms. The government argues that severance is not warranted, as Bujduveanu fails to cite any specific statements or evidence that would unfairly prejudice him. Joinder of the defendants was proper under the rules as they were alleged to have participated in the same conspiracy. A joint trial is also presumed appropriate for co-conspirators.
Bad Faith Insurance Law Overview, Oregon Alaska Idaho MontanaSeth Row
This document summarizes bad faith law in the Pacific Northwest states of Oregon, Alaska, Idaho, and Montana. It outlines the requirements to bring a bad faith claim in each state, such as needing a special relationship in Oregon or the claim not being fairly debatable in Idaho. The standard of care expected of insurers is also discussed for each state, for example, acting as an ordinarily prudent insurer would in Oregon. Potential remedies like damages, attorney fees, and estoppel are mentioned for the different states. Contact information is provided for the authors at the end.
This document is an opinion and order from a United States District Court case between Siltronic Corporation and various insurance companies including Employers Insurance Company of Wausau regarding insurance coverage and payment of defense costs for environmental claims arising from contamination at the Portland Harbor Superfund site. The court considers Siltronic's motion for partial summary judgment that Wausau has a continuing duty to defend Siltronic under its 1978-79 insurance policy and must reimburse unpaid defense costs. The court provides background on the insurance policies and contamination issues before analyzing the relevant policy provisions and ruling on the motions.
National union v. redbox order on msj august 7 2014 wd waSeth Row
This order addresses National Union Fire Insurance Company's motion for summary judgment regarding its duties to defend and indemnify Redbox Automated Retail in various lawsuits. The court grants in part and denies in part the motion. Specifically, the court finds that National Union has a duty to defend Redbox in the Cain lawsuit, which alleges violations of Michigan's video rental privacy law, but not in the Mehrens lawsuit, which alleges violations of California's credit card receipt law. The court also finds that while National Union may issue reservations of rights and set reasonable rate caps when defending insureds, it must do so reasonably and in good faith.
The Latest Paradigm Shift in Health Care: Providers, Patients and Payers Play...Craig B. Garner
The presentation discusses recent paradigm shifts impacting disputes between providers, payers and patients. The role of alternative dispute resolution in the Affordable Care Act, including compliance
programs and Medicare is included, as well as the enforceability and use of mandatory arbitration agreements.
An appellate court denied soccer trainer Shelby Garigen's appeal of her prison sentence. Her crime? A young man, over the age of consent in New York, sent her nude pics.
Around the U.S. in 90 Minutes (Stuff we think about when choosing a jurisdict...Matthew McClintock
Families and business owners are often best protected by planning under the laws of other states. The law allows you to be selective! (A presentation to the ePlanners network on 6/21/19 in Breckenridge, CO.)
Cruz Alejandro Mercado-Vazquez was indicted on three counts by a federal grand jury. He was charged with twice attempting to bribe a county sheriff to protect planned animal fighting ventures (Counts 1-2), and with selling, buying, possessing, training, transporting and receiving roosters for use in an animal fighting venture (Count 3). If convicted, he faces up to 10 years in prison and fines of $250,000 for each bribery count, and up to 5 years in prison and $250,000 fine for the animal fighting count. He would also forfeit any animals involved and costs of their care.
Cockfighting indictment, Nicholas and Fleming countiesMountain Top News
Walter Mitchell, Jerrard McVey, and Linda McVey were charged with conspiracy to violate laws prohibiting animal fighting. They allegedly owned and operated an animal fighting venture called the Valley, located in Kentucky, that hosted weekly cockfighting events. They are accused of organizing fights, collecting admission fees, and selling concessions. On specific dates in June and July 2021, they allegedly organized cockfighting events at the Valley that drew over 100 people and involved entering roosters into fights. If convicted, they each face a maximum of 5 years in prison, a $250,000 fine, and 3 years of supervised release.
1) Rickie D. Johnson, Jacklyn R. Johnson, and Harold "Fuzzy" Hale are charged with conspiracy to violate laws prohibiting animal fighting by operating a cockfighting ring called Bald Rock between May and July 2021.
2) Orville D. Asher, Dallas M. Cope, and Hiram B. Creech Jr. are each charged with attempting to sponsor or exhibit roosters in an animal fighting venture at Bald Rock on July 10, 2021.
3) If convicted, the defendants each face a maximum of 5 years in prison, a $250,000 fine, and 3 years of supervised release per count, as well as mandatory assessments and potential restitution.
Dealing with the unlawful presence bars in immigration courtUmesh Heendeniya
This document summarizes key issues related to the unlawful presence bars under INA sections 212(a)(9)(B) and 212(a)(9)(C). It discusses a recent Ninth Circuit decision that impacted the accrual of unlawful presence pre-IIRIRA. It also examines whether Section 245(i) can help those with unlawful presence to adjust status in the U.S. without having to depart. Finally, it analyzes three scenarios to determine if time spent in the U.S. can count towards satisfying the 3-year or 10-year unlawful presence bars.
(1) Cal.Educ.Code §56507 - Provides notice requirements for parties intending to use attorneys in special education due process hearings. Allows for attorney fee awards to prevailing parties.
(2) Cal.Fam.Code §3452 - Allows courts to award necessary expenses including attorney fees to prevailing parties in family law cases, unless inappropriate. Prohibits imposing costs on states without authorization.
(3) Cal.Food&Agric.Code §226 - Establishes annual funding for Bureau of Market Enforcement litigation expenses. Outlines cost sharing between funds if annual amount is exceeded. Awards costs and fees to prevailing civil parties involving the Bureau.
A letter issued by the Joint Landowners Coalition of New York to member landowners and the general public on the status of the lawsuit they intend to file on behalf of landowners against New York State over its ongoing moratorium on hydraulic fracturing.
A presentation by former Chief of Police and Prosecutor ATTORNEY KEVIN R. MADISON on Civil Causes of Action for Crime Victims against their attackers and a list of crime victim rights and agencies in Texas.
A comprehensive guide to the laws governing surrogacy arrangements in North Transatlantic (the UK, the USA, and Canada). DOI: 10.13140/RG.2.1.4485.2888
The Collision Between the First Amendment and Securities FraudWendy Couture
The document discusses the tension between the First Amendment and securities fraud liability. It notes that the New York Times v. Sullivan standard for defamation of public figures requires clear and convincing evidence of actual malice and independent appellate review to avoid chilling speech. However, securities fraud liability under Section 10(b) only requires proof of scienter by a preponderance of the evidence and is subject to more deferential appellate review. This creates tensions between protecting investors and encouraging open discussion of public companies in the securities context.
This document provides an overview of crowdfunding options in Idaho presented by Wendy Gerwick Couture, an associate professor of law at the University of Idaho. There are five crowdfunding options discussed: 1) non-equity crowdfunding where funds are raised in return for rewards or products; 2) equity crowdfunding under the JOBS Act where funds are raised in return for equity, though this option requires SEC rulemaking; 3) equity crowdfunding under Rule 506(c); 4) intrastate equity crowdfunding; and 5) intrastate SCOR offerings. Potential benefits and major considerations of these options are outlined.
The Future of Securities Litigation Post-HalliburtonWendy Couture
The document summarizes key cases and legislation related to private securities fraud litigation. It discusses the Supreme Court cases Blue Chip Stamps v. Manor Drug Stores, which established the purchaser-seller requirement, and Basic Inc. v. Levinson, which established the fraud-on-the-market presumption of reliance in class actions. It also outlines the Private Securities Litigation Reform Act of 1995, which imposed heightened pleading standards and discovery stays, and the Securities Litigation Uniform Standards Act of 1998. The document analyzes competing policy considerations around private securities fraud class actions.
The Impact of the PSLRA on Post-Discovery Amendment of PleadingsWendy Couture
This document summarizes the impact of the Private Securities Litigation Reform Act (PSLRA) on amending pleadings after discovery in securities fraud cases. It discusses how the PSLRA requires heightened pleading standards and stays discovery during motions to dismiss. After a claim survives dismissal, courts take different approaches to post-discovery amendment. Some invite amendment if discovery reveals new evidence, while others view amendment as circumventing the PSLRA's pleading requirements. The document analyzes relevant Federal Rules of Civil Procedure and case law on this issue. It concludes by noting an upcoming Ninth Circuit case that could provide guidance on the interaction between the PSLRA and post-discovery amendment.
Using Shareholder Proposals to Fill Regulatory GapsWendy Couture
The document discusses the use of shareholder proposals to address regulatory gaps related to corporate political spending disclosure. It provides an overview of shareholder proposals as a mechanism for shareholders to influence corporate policies and practices. Specifically, it outlines the process of submitting, including in proxy materials, gaining approval of, and implementing shareholder proposals. It then uses proposals requesting political spending disclosure as an example and discusses trends in such proposals in recent years.
The document discusses the definition and historical development of biotechnology. It defines biotechnology as the application of scientific knowledge to living organisms for practical purposes. The document traces the historical development of biotechnology from using organisms to produce goods like wine and beer to modern techniques involving genetic engineering and recombinant DNA technology.
Yar Chaikovsky and Keith Slenkovich discuss patent exhaustionYar Chaikovsky
Yar Chaikovsky and Keith Slenkovich discuss Recent Decisions in Patent Exhaustion:
Bowman, Kirtsaeng and other developments impacting the exhaustion doctrine
Outline
1) First Sale Doctrine in Copyright Law
– Kirtsaeng v. Wiley (2013)
2) Overview of Patent Exhaustion Doctrine
– Quanta v. LG (2008)
3) Patent Exhaustion – “Territoriality Requirement”
– Jazz Photo line of cases
– Recent cases finding exhaustion with foreign sales
– Ninestar v. ITC (Fed. Cir. 2012), cert. denied (2013)
4) Self-Replicating Technology
– Bowman v. Monsanto (2013)
5) Notable Decision
– Keurig v. Sturm Foods (Fed. Cir. 2013)
Yar Chaikovsky is well regarded in the California market and peers and clients alike recognize his IP litigation practice. His fields of experience include semiconductor, communications, network and computer technologies. He achieved a stunning win for Yahoo! in a jury trial against Bedrock Computer in the Tyler Division of the Eastern District of Texas, a patent litigation hotspot which many regard as plaintiff friendly. It was the first defense verdict in a patent infringement matter in this division since 2007. He recently represented HTC in ITC and district court patent infringement cases.
Keith Slenkovich is an experienced trial lawyer, who represents technology companies in intellectual property disputes and complex commercial litigation. As lead trial counsel, Mr. Slenkovich has taken more than 20 cases to verdict in state and federal courtrooms throughout the country. His intellectual property experience includes numerous patent, trade secret, copyright and trademark cases, including disputes alleging infringement or misappropriation in the clean tech, telecommunications, semiconductor, software, and manufacturing fields.
Around the U.S. in 90 Minutes (Stuff we think about when choosing a jurisdict...Matthew McClintock
Families and business owners are often best protected by planning under the laws of other states. The law allows you to be selective! (A presentation to the ePlanners network on 6/21/19 in Breckenridge, CO.)
Cruz Alejandro Mercado-Vazquez was indicted on three counts by a federal grand jury. He was charged with twice attempting to bribe a county sheriff to protect planned animal fighting ventures (Counts 1-2), and with selling, buying, possessing, training, transporting and receiving roosters for use in an animal fighting venture (Count 3). If convicted, he faces up to 10 years in prison and fines of $250,000 for each bribery count, and up to 5 years in prison and $250,000 fine for the animal fighting count. He would also forfeit any animals involved and costs of their care.
Cockfighting indictment, Nicholas and Fleming countiesMountain Top News
Walter Mitchell, Jerrard McVey, and Linda McVey were charged with conspiracy to violate laws prohibiting animal fighting. They allegedly owned and operated an animal fighting venture called the Valley, located in Kentucky, that hosted weekly cockfighting events. They are accused of organizing fights, collecting admission fees, and selling concessions. On specific dates in June and July 2021, they allegedly organized cockfighting events at the Valley that drew over 100 people and involved entering roosters into fights. If convicted, they each face a maximum of 5 years in prison, a $250,000 fine, and 3 years of supervised release.
1) Rickie D. Johnson, Jacklyn R. Johnson, and Harold "Fuzzy" Hale are charged with conspiracy to violate laws prohibiting animal fighting by operating a cockfighting ring called Bald Rock between May and July 2021.
2) Orville D. Asher, Dallas M. Cope, and Hiram B. Creech Jr. are each charged with attempting to sponsor or exhibit roosters in an animal fighting venture at Bald Rock on July 10, 2021.
3) If convicted, the defendants each face a maximum of 5 years in prison, a $250,000 fine, and 3 years of supervised release per count, as well as mandatory assessments and potential restitution.
Dealing with the unlawful presence bars in immigration courtUmesh Heendeniya
This document summarizes key issues related to the unlawful presence bars under INA sections 212(a)(9)(B) and 212(a)(9)(C). It discusses a recent Ninth Circuit decision that impacted the accrual of unlawful presence pre-IIRIRA. It also examines whether Section 245(i) can help those with unlawful presence to adjust status in the U.S. without having to depart. Finally, it analyzes three scenarios to determine if time spent in the U.S. can count towards satisfying the 3-year or 10-year unlawful presence bars.
(1) Cal.Educ.Code §56507 - Provides notice requirements for parties intending to use attorneys in special education due process hearings. Allows for attorney fee awards to prevailing parties.
(2) Cal.Fam.Code §3452 - Allows courts to award necessary expenses including attorney fees to prevailing parties in family law cases, unless inappropriate. Prohibits imposing costs on states without authorization.
(3) Cal.Food&Agric.Code §226 - Establishes annual funding for Bureau of Market Enforcement litigation expenses. Outlines cost sharing between funds if annual amount is exceeded. Awards costs and fees to prevailing civil parties involving the Bureau.
A letter issued by the Joint Landowners Coalition of New York to member landowners and the general public on the status of the lawsuit they intend to file on behalf of landowners against New York State over its ongoing moratorium on hydraulic fracturing.
A presentation by former Chief of Police and Prosecutor ATTORNEY KEVIN R. MADISON on Civil Causes of Action for Crime Victims against their attackers and a list of crime victim rights and agencies in Texas.
A comprehensive guide to the laws governing surrogacy arrangements in North Transatlantic (the UK, the USA, and Canada). DOI: 10.13140/RG.2.1.4485.2888
The Collision Between the First Amendment and Securities FraudWendy Couture
The document discusses the tension between the First Amendment and securities fraud liability. It notes that the New York Times v. Sullivan standard for defamation of public figures requires clear and convincing evidence of actual malice and independent appellate review to avoid chilling speech. However, securities fraud liability under Section 10(b) only requires proof of scienter by a preponderance of the evidence and is subject to more deferential appellate review. This creates tensions between protecting investors and encouraging open discussion of public companies in the securities context.
This document provides an overview of crowdfunding options in Idaho presented by Wendy Gerwick Couture, an associate professor of law at the University of Idaho. There are five crowdfunding options discussed: 1) non-equity crowdfunding where funds are raised in return for rewards or products; 2) equity crowdfunding under the JOBS Act where funds are raised in return for equity, though this option requires SEC rulemaking; 3) equity crowdfunding under Rule 506(c); 4) intrastate equity crowdfunding; and 5) intrastate SCOR offerings. Potential benefits and major considerations of these options are outlined.
The Future of Securities Litigation Post-HalliburtonWendy Couture
The document summarizes key cases and legislation related to private securities fraud litigation. It discusses the Supreme Court cases Blue Chip Stamps v. Manor Drug Stores, which established the purchaser-seller requirement, and Basic Inc. v. Levinson, which established the fraud-on-the-market presumption of reliance in class actions. It also outlines the Private Securities Litigation Reform Act of 1995, which imposed heightened pleading standards and discovery stays, and the Securities Litigation Uniform Standards Act of 1998. The document analyzes competing policy considerations around private securities fraud class actions.
The Impact of the PSLRA on Post-Discovery Amendment of PleadingsWendy Couture
This document summarizes the impact of the Private Securities Litigation Reform Act (PSLRA) on amending pleadings after discovery in securities fraud cases. It discusses how the PSLRA requires heightened pleading standards and stays discovery during motions to dismiss. After a claim survives dismissal, courts take different approaches to post-discovery amendment. Some invite amendment if discovery reveals new evidence, while others view amendment as circumventing the PSLRA's pleading requirements. The document analyzes relevant Federal Rules of Civil Procedure and case law on this issue. It concludes by noting an upcoming Ninth Circuit case that could provide guidance on the interaction between the PSLRA and post-discovery amendment.
Using Shareholder Proposals to Fill Regulatory GapsWendy Couture
The document discusses the use of shareholder proposals to address regulatory gaps related to corporate political spending disclosure. It provides an overview of shareholder proposals as a mechanism for shareholders to influence corporate policies and practices. Specifically, it outlines the process of submitting, including in proxy materials, gaining approval of, and implementing shareholder proposals. It then uses proposals requesting political spending disclosure as an example and discusses trends in such proposals in recent years.
The document discusses the definition and historical development of biotechnology. It defines biotechnology as the application of scientific knowledge to living organisms for practical purposes. The document traces the historical development of biotechnology from using organisms to produce goods like wine and beer to modern techniques involving genetic engineering and recombinant DNA technology.
Yar Chaikovsky and Keith Slenkovich discuss patent exhaustionYar Chaikovsky
Yar Chaikovsky and Keith Slenkovich discuss Recent Decisions in Patent Exhaustion:
Bowman, Kirtsaeng and other developments impacting the exhaustion doctrine
Outline
1) First Sale Doctrine in Copyright Law
– Kirtsaeng v. Wiley (2013)
2) Overview of Patent Exhaustion Doctrine
– Quanta v. LG (2008)
3) Patent Exhaustion – “Territoriality Requirement”
– Jazz Photo line of cases
– Recent cases finding exhaustion with foreign sales
– Ninestar v. ITC (Fed. Cir. 2012), cert. denied (2013)
4) Self-Replicating Technology
– Bowman v. Monsanto (2013)
5) Notable Decision
– Keurig v. Sturm Foods (Fed. Cir. 2013)
Yar Chaikovsky is well regarded in the California market and peers and clients alike recognize his IP litigation practice. His fields of experience include semiconductor, communications, network and computer technologies. He achieved a stunning win for Yahoo! in a jury trial against Bedrock Computer in the Tyler Division of the Eastern District of Texas, a patent litigation hotspot which many regard as plaintiff friendly. It was the first defense verdict in a patent infringement matter in this division since 2007. He recently represented HTC in ITC and district court patent infringement cases.
Keith Slenkovich is an experienced trial lawyer, who represents technology companies in intellectual property disputes and complex commercial litigation. As lead trial counsel, Mr. Slenkovich has taken more than 20 cases to verdict in state and federal courtrooms throughout the country. His intellectual property experience includes numerous patent, trade secret, copyright and trademark cases, including disputes alleging infringement or misappropriation in the clean tech, telecommunications, semiconductor, software, and manufacturing fields.
This document summarizes the Supreme Court case Monsanto vs. Farmer Vernon Bowman. The Court ruled that Monsanto's patent rights were not exhausted when Bowman planted and harvested soybeans from grain he purchased, as the seeds contained Monsanto's patented genetic traits that allow them to resist the herbicide Roundup. While patent exhaustion permits the use of patented seeds, it does not allow for making new seeds without permission. The Court rejected Bowman's arguments that his actions were allowed under the doctrine of patent exhaustion or that the new plants were naturally reproduced.
This document discusses the patenting of life forms, including:
- The evolution of life form patenting in the US, allowing microorganisms, plants, animals, and human genes and cell lines to be patented.
- The patenting of life forms is also allowed in Europe and India with some limitations.
- There are pros and cons to patenting life forms - it can encourage research but also hinder it if it leads to monopolization of important genetic materials.
Idaho Supreme Court - Spring Case Review - Business Cases (2017)Wendy Couture
Review of key Idaho Supreme Court cases within past year on non-profit corporate governance, breach of fiduciary duty, valuation of minority shares, and recovery of a deficiency.
The document discusses the conventions used in creating a music magazine. It examines the cover, contents page, and double page spread (DPS) used in real music magazines. For the cover, conventions like the masthead, cover lines, and relevant background are used. The contents page includes space for details and a suitable background image. The DPS commonly features a celebrity photo on one side and interview on the other. While following conventions, the document aims to make the magazine more interesting through additional photos, varied layouts, and fonts on the DPS. Overall, it challenges conventions to create an outstanding product that attracts buyers.
This paper presents a quantitative assessment of the impact of two gas pipeline projects, Nabucco and South Stream, on Turkey's energy security. The incidence of the impact is based on three dimensions of energy security: supply-demand balance, production source diversity,and transit route diversity. This paper relies on the Herfindahl Hirschman Index (HHI) and the adjusted Shannon Weiner Index (SWI) to evaluate and compare the impact of the various project
implementation scenarios. The main findings are that both projects enhance Turkey's energy security and provide valuable and timely energy supply in the medium-term but their contribution is inadequate and marginal in the long-run. More specifically, the implementation of Nabucco significantly reduces the market concentration of producers whereas the South Stream project improves transit diversity by including Bulgaria as a major transit player. Surprisingly, implementation of Nabucco reduces transit diversity security because it includes politically volatile regions like Iraq and Georgia
The presentation discusses the utilities of the Windows operating system. It covers what utilities and utility software are, the different types of operating systems with a focus on Windows. The key topics are the features of the Windows operating system and its additional utilities to analyze, configure, optimize and maintain a computer.
Dokumen tersebut membahas dampak Brexit (keluar Inggris dari Uni Eropa) terhadap ekonomi Inggris, termasuk dampaknya pada perdagangan luar negeri, iuran keanggotaan UE, regulasi terpusat UE, imigrasi, dan peran internasional Inggris. Dokumen ini menganalisis kelebihan dan kekurangan Brexit bagi ekonomi Inggris di berbagai sektor.
Barbara A. Shipman is an information literacy specialist and special lecturer at Oakland University. She has over 10 years of experience in academic libraries, including roles in reference, instruction, collection development, and online learning. She holds an MLIS from Wayne State University and a BA in Broadcasting and Cinematic Arts from Central Michigan University. Her work focuses on learner-centered design and she has collaborated on projects and publications related to STEM education.
This document is a motion to dismiss claims brought by a Chapter 7 bankruptcy trustee against a debtor. The trustee claimed the debtor's post-bankruptcy personal injury settlement was a pre-bankruptcy asset. However, the motion argues the debtor's injury and cause of action did not accrue until years after bankruptcy discharge, based on the state's definition of when a personal injury cause of action accrues. It asserts the trustee failed to plead fraud with particularity and the settlement was not an asset of the bankruptcy estate under state law since the injury occurred post-discharge. The motion seeks dismissal on the grounds that the trustee's claims lack merit and were improperly brought.
Property settlement following marriage or relationship breakdownWilliam Sloan
This document discusses the process for determining the alteration of property interests between parties in the Family Court following separation. It begins by outlining the applicable legislation for married and de facto couples. The process involves four steps: 1) identifying assets and liabilities, 2) assessing each party's contributions, 3) considering adjustment factors, and 4) ensuring the overall result is just and equitable. Contributions can include both financial and non-financial contributions to the relationship or family. Adjustment factors allow the court to consider things like age, health, parenting responsibilities, and length of the relationship.
Everything You Always Wanted To Know About Grantor (And Other Irrevocable) Tr...Bruce Givner
What is an irrevocable trust? How can it be flexible? How can the parents maintain a level of control? What makes an irrevocable trust a "grantor" trust and, therefore, disregarded for income tax purposes? What are the advantages of a grantor trust for asset protection planning and estate tax planning purposes? What are the disadvantages? How can you eliminate the disadvantages through the use of a "toggle" (or flip) switch? What are the tax return and EIN requirements for a grantor trust? What happens when the owner dies? When there is an outstanding installment note, does the owner's death trigger gain? Can a trust be treated as owned by someone other than the grantor? Do grantor trusts still make sense now that the estate tax rates are 40% and the income tax rates, in states like California, are even higher? Are grantor trusts here to stay?
This document is Defendant's brief in support of a motion for summary disposition in a case regarding a car accident. It argues that summary disposition is appropriate under MCR 2.116 (C)(10) and (C)(8) because Plaintiff cannot establish specific facts to support their claim or a valid legal basis for the claim. It also argues that no genuine issues of material fact exist regarding Defendant's liability under the Michigan No-Fault Act. The brief provides background on the standards for summary disposition and reviews the purpose and relevant sections of the Michigan No-Fault Act regarding insurance requirements.
This document discusses strategies and issues relating to the Washington Insurance Fair Conduct Act (IFCA). It summarizes key provisions of IFCA, including that a first party claimant who is unreasonably denied coverage or benefits may sue an insurer. It notes questions around what constitutes "actual damages" and discusses differences between first and third party claimants. The document also compares IFCA to the common law duty of good faith and compares first party claims to pre-IFCA remedies for liability insurers' breach of the duty to defend.
This document summarizes a court case between First American Title Insurance Company, Winnebago County Title Company, and TCF Bank regarding a mortgage on a property owned by Patricia Bartholomew. TCF Bank held the first mortgage on the property as a revolving line of credit. Winnebago acted as an agent in a second mortgage taken out by Bartholomew. Winnebago paid off the TCF Bank mortgage but TCF did not release its lien. Bartholomew then took out more funds through the revolving credit and defaulted. The court found that TCF Bank was not legally required to release the lien until the revolving credit was cancelled by Bartholomew. However
This document is an opinion and order from a court case between Ash Grove Cement Company and several insurance companies regarding insurance coverage. It discusses that Ash Grove received a request for information from the EPA under CERCLA regarding a Superfund site, and whether this triggers the insurers' duty to defend. The court provides background on the Superfund site, the insurance policies, and communications between the parties. It will determine whether an EPA information request constitutes a "suit" that triggers the duty to defend under the terms of the insurance policies.
The document discusses securities laws regarding real estate investments. It summarizes that limited partnerships and limited liability companies are considered securities under Texas law. Tenant-in-common transactions are often used in real estate deals but their status is unclear and the SEC considers them securities. True joint ventures are not securities if investors have common control and management is not delegated to others. The document outlines registration requirements, exemptions, liability for non-compliance, and rescission remedies available to investors.
The Form I-864 and the right to indefinite spousal support Greg McLawsen
Family law attorneys need to understand that certain immigrants are entitled to indefinite support from their spousal sponsors. This presentation helps family law attorneys understand the scope and nature of the sponsor's obligations.
EKEJIJA- NVC FUND-SEC SETTLEMENT SOLUTION
CASE: 2:20-cv-08985-ODW-DFM
Case No.: 2:20-cv-08985-FWS-DFM
Dear John F. Libby,
As requested by Judge Fred W. Slaughter, the undersigned, frank-ojogwa: Ekejija, comes now to submit in good faith for your favorable consideration a graceful workable solution to settle and resolve the above-referenced egregious case (the “Case”), according to the requirement of Rule 1 of the Federal Rules of Civil Procedure (“FRCP”), that “all civil actions and proceedings in the United States district courts … be construed, administered, and employed by the court and the parties to secure the just, speedy, and inexpensive determination of every action and proceeding.”
The purpose of my proposal is to achieve the complete, final, fair, and equitable resolution of all of the financial, civil rights, and reputational damages and other civil claims I am holding against the U.S. Securities and Exchange Commission, an agency of the federal government (the “SEC”), arising out of and suffered in connection with the extreme quantifiable and unquantifiable economic and wrongs, injuries, damages, defamations, prejudices, and injustices done to our companies and me, by the SEC’s egregious, willful, wrongful, meritless, reckless, abusive, and vindictive crusade, undertaken under color of law and constitutes a gross breach of fidelity, over the past 11 years. That the SEC persisted in misusing and abusing its government authority, compounding these many wrongs long after it knew or should have known that its allegations were meritless, and the resulting compounding of its wrongful behavior, and that such conduct exposed the SEC and the federal government to ridicules, substantial financial and other liability, makes the situation even more outrageous.
Notwithstanding the foregoing, I am willing to settle and resolve this matter upon the terms and conditions summarized below. You will see that my proposal satisfies each of the requirements of FRCP Rule 1. Indeed, I am proposing to achieve the intended result by underwriting the financial elements of my claims out of our assets and at no cost to the government. Moreover, the structure and mechanisms of this proposal are eminently fair and reasonable by design and within your authority as a federal judge to implement.
1095 jury intstuctions for forfeiture allegationsmalp2009
This document provides jury instructions for a criminal trial in the United States District Court for the District of New Jersey regarding forfeiture allegations against seven defendants: Nicodemo S. Scarfo, Salvatore Pelullo, William Maxwell, John Maxwell, David Adler, Gary McCarthy, and Donald Manno. The instructions explain the nature and purpose of the forfeiture proceeding, the standards for forfeiture related to the RICO conspiracy charge in Count One and the securities fraud, wire fraud, and money laundering charges in Counts Two through Twenty. The instructions also list specific property alleged to be subject to forfeiture in connection with the charged offenses.
The document summarizes recent developments in whistleblower law, including jury verdicts awarding millions of dollars in damages in Sarbanes-Oxley (SOX) retaliation cases. It discusses expansions to the types of conduct protected under SOX, Dodd-Frank, the False Claims Act, and the National Defense Authorization Act. It also notes increased enforcement by the SEC of Dodd-Frank's anti-gag provision and compares the differences between protections offered under the various whistleblower statutes.
The United States Department of Justice and Securities and Exchange Commission have dramatically increased their efforts to prosecute companies under The Foreign Corrupt Practices Act (“FCPA”). If your company conducts business outside of the United States, it is imperative that you understand the FCPA. Criminal and civil penalties may result for those that violate the FCPA. Further, officers and directors can be prosecuted even if they were not directly involved in the act that constitutes a violation of the FCPA. Recent trends have also shown that no industry is immune; even companies in traditionally “low-risk” industries are subject to prosecution.
Petitioner Jose Carmen Pina and Respondent Erendida R. Pina signed a voluntary declaration of parentage and are requesting to dissolve their marriage. They were married in February 1997 and separated in November 2020. They have one minor child together, Jose David Pina, born in August 2004. Jose Carmen Pina is requesting orders regarding child custody, visitation, child support, spousal support, and division of community property and debts.
Pleadings are written statements submitted to assert claims and defenses. The main pleadings discussed are complaints, counterclaims, cross-claims, answers, and replies. A complaint must state the names of the plaintiff and defendant, contain a concise statement of ultimate facts, and relief prayed for. A counterclaim is a claim by the defendant against the plaintiff arising from the same transaction. It must be answered within 10 days. An answer sets forth defenses, which can be negative (specific denial) or affirmative (new matter like payment or statute of limitations). Replies respond to answers. A complaint must establish a right of the plaintiff, an obligation of the defendant, and a violation of that right. Pleadings must comply with
Joshua and Laura Tynes Petition for DivorceCaitlinPyle
This document is Laura Caitlin Tynes' original petition for divorce from her husband Joshua Phillip Tynes. Laura requests a no-fault divorce on the grounds of insupportability. She asks for a division of community property, either through agreement or court determination. Laura also requests several temporary orders from the court, including exclusive use of the marital residence, and injunctions preventing Joshua from threatening, harming, or interfering with Laura or marital property pending the divorce. No children were born of the marriage.
Recently there have been many significant developments in whistleblower reward and protection laws. This webinar will focus on 10 recent developments, including:
• Trends in jury verdicts in federal and state whistleblower litigation and practice tips for litigating and trying whistleblower retaliation claims;
• Federal appellate decisions expanding Sarbanes-Oxley (SOX) protected conduct;
• Dodd-Frank whistleblower protection and the SEC’s enforcement of the anti-retaliation provision;
• The SEC’s bar against gag clauses in confidentiality agreements and policies;
• Fifth Circuit Menendez decision holding that “outing” a whistleblower is an adverse action;
• Key procedural distinctions between SOX, the False Claims Act, and Dodd-Frank whistleblower protection;
• Decisions rejecting Garcetti “duty speech” defense under federal and state whistleblower statutes;
• Damages available under federal and state whistleblower protection laws;
• Broadening scope of protected whistleblowing under the False Claims Act’s anti-retaliation provision; and
• National Defense Authorization Act whistleblower protection for employees of government contractors and grantees.
Patent Reform 2015 - Andrew Baluch presentation to Rutgers UniversityDipanjan "DJ" Nag
This document discusses various efforts at patent reform in 2015 at both the federal and state levels. At the federal level, the executive branch proposed reforms and Congress considered bills like the Innovation Act. These addressed issues like fee shifting, real party in interest disclosure, and staying customer suits. Meanwhile, states passed laws regulating abusive patent demand letters. Courts also addressed several patent reform issues through decisions that intersected with proposed legislation. Overall, the document analyzes the complex interplay between different government entities on the multi-faceted topic of patent reform.
In 1989 Alaska was the first state to allow a domestic asset protection trust. In that same year Nevada and Delaware also changed their laws to allow DAPTs (also called self-settled spendthrift trusts). The question was - for 30 years - if a person in California set up a DAPT in Nevada - could a judgment creditor in California take his judgment to Nevada and have the Nevada court enforce the judgment against the California debtor's asset protection trust. Some lawyers argued "yes," citing Art. IV, Section 1 of the U.S. Constitution, the "full faith and credit clause." Other lawyers argued "No, it would be against Nevada's public policy." Finally, in June, 2019, the South Dakota Supreme Court held that it would give "full faith and credit to the California family law court order. However, it would not give full faith and credit to the enforcement against a South Dakota trust. Will this case make it to the U.S. Supreme Court? What about the on-going divorce of Ed and Marie Borsarge? The Cameron case did not involve an asset protection trust. But certainly South Dakota, Nevada and the other states will rule the same way in a case involving an asset protection trust.
Similar to Top 10 Business Cases From the Past Year (2014) (20)
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The document discusses the initial reporting duties of lawyers under Rule 1.13 and the SEC Rule. Under Rule 1.13, if a lawyer knows that an associated person is violating a legal obligation or law in a way that could harm the organization, the lawyer must proceed in the organization's best interest, which generally means reporting up the chain of command. Similarly, the SEC Rule requires lawyers practicing before the SEC to report evidence of material violations by issuers or their officers, directors, employees or agents up the chain of command.
This document summarizes the key aspects of representing an organizational client and interacting with constituents of that client. It discusses Rule 1.13 and how a lawyer represents the entity alone, not individual constituents. It also covers warnings that must be provided to constituents, including making clear that the lawyer represents the entity, not the constituent, and that discussions are generally protected by attorney-client privilege held by the entity.
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Our Online Consumer Legal Forum offers comprehensive guidance to individuals and businesses facing consumer complaints. With a dedicated team, round-the-clock support, and efficient complaint management, we are the preferred solution for addressing consumer grievances.
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Excited to share insights from my recent presentation on genocide! 💡 In light of ongoing debates, it's crucial to delve into the nuances of this grave crime.
सुप्रीम कोर्ट ने यह भी माना था कि मजिस्ट्रेट का यह कर्तव्य है कि वह सुनिश्चित करे कि अधिकारी पीएमएलए के तहत निर्धारित प्रक्रिया के साथ-साथ संवैधानिक सुरक्षा उपायों का भी उचित रूप से पालन करें।
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Corporate Governance : Scope and Legal Frameworkdevaki57
CORPORATE GOVERNANCE
MEANING
Corporate Governance refers to the way in which companies are governed and to what purpose. It identifies who has power and accountability, and who makes decisions. It is, in essence, a toolkit that enables management and the board to deal more effectively with the challenges of running a company.
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7. § 45-1802 - An agricultural commodity producer or an agricultural commodity
dealer who sells, or delivers under contract or bailment, an agricultural
product has a lien on the agricultural product or the proceeds of the sale of
the agricultural product as provided in section 45-1804, Idaho Code. The lien
created in this chapter may attach regardless of whether the purchaser uses
the agricultural product purchased to increase the value of his livestock or
whether he uses the agricultural product purchased to maintain the value,
health or status of his livestock without actually increasing the value of his
agricultural product.
Farmers Nat’l Bank v. Green River Dairy, LLC, 155 Idaho
853, 318 P.3d 622 (Jan. 24, 2014).
8. § 45-1802 - An agricultural commodity producer or an agricultural commodity
dealer who sells, or delivers under contract or bailment, an agricultural
product has a lien on the agricultural product or the proceeds of the sale of
the agricultural product as provided in section 45-1804, Idaho Code. The lien
created in this chapter may attach regardless of whether the purchaser uses
the agricultural product purchased to increase the value of his livestock or
whether he uses the agricultural product purchased to maintain the value,
health or status of his livestock without actually increasing the value of his
agricultural product.
§ 45-1801(1) - “agricultural product” does not include livestock
Farmers Nat’l Bank v. Green River Dairy, LLC, 155 Idaho
853, 318 P.3d 622 (Jan. 24, 2014).
9. § 45-1802 - An agricultural commodity producer or an agricultural commodity
dealer who sells, or delivers under contract or bailment, an agricultural
product has a lien on the agricultural product or the proceeds of the sale of
the agricultural product as provided in section 45-1804, Idaho Code. The lien
created in this chapter may attach regardless of whether the purchaser uses
the agricultural product purchased to increase the value of his livestock or
whether he uses the agricultural product purchased to maintain the value,
health or status of his livestock without actually increasing the value of his
agricultural product.
§ 45-1801(1) - “agricultural product” does not include livestock
Dissent by Justice Jim Jones – Under this
reading, the second sentence is superfluous.
Farmers Nat’l Bank v. Green River Dairy, LLC, 155 Idaho
853, 318 P.3d 622 (Jan. 24, 2014).
10. 2003
In re Goedhart,
03.3 IBRC 167 -
feed lien does
not attach to
livestock
2012
District court
decision in
this case
2014
Supreme
Court’s
reversal
UNCERTAINTY
?
Farmers Nat’l Bank v. Green River Dairy, LLC, 155 Idaho
853, 318 P.3d 622 (Jan. 24, 2014).
11. THEMES
Idaho statutes re: liens & security interests
Oral agreements
Shareholder purchase or repurchase
Good faith
Clarifying Delaware law
X
12. KeyBank Nat’l Ass’n v. PAL I, LLC, 155 Idaho 287, 311
P.3d 299 (Oct. 3, 2013).
15. KeyBank Nat’l Ass’n v. PAL I, LLC, 155 Idaho 287, 311
P.3d 299 (Oct. 3, 2013).
§ 11-203 - The following procedures
shall apply . . . to any claim by a third
party that property levied upon is his
property or that he has a security
interest therein. . . . A third party
claimant shall prepare a written claim
setting forth the grounds upon which
he claims the property, and in the case
of a secured party, also stating the
dollar amount of the claim. A claim of
exemption or third party claim may be
filed only if property has been levied
upon.
(a) The claim of exemption or third
party claim shall be delivered or mailed
to the sheriff within fourteen (14) days
after the date the sheriff hand delivers
or mails the documents required to be
served upon the defendant and third
parties . . .
16. KeyBank Nat’l Ass’n v. PAL I, LLC, 155 Idaho 287, 311
P.3d 299 (Oct. 3, 2013).
§ 11-203 - The following procedures
shall apply . . . to any claim by a third
party that property levied upon is his
property or that he has a security
interest therein. . . . A third party
claimant shall prepare a written claim
setting forth the grounds upon which
he claims the property, and in the case
of a secured party, also stating the
dollar amount of the claim. A claim of
exemption or third party claim may be
filed only if property has been levied
upon.
(a) The claim of exemption or third
party claim shall be delivered or mailed
to the sheriff within fourteen (14) days
after the date the sheriff hand delivers
or mails the documents required to be
served upon the defendant and third
parties . . .
§ 38-9-315 – (a) Except as otherwise
provided in this chapter and in
section 28-2-403(2):
(1) A security interest or agricultural
lien continues in collateral
notwithstanding sale, lease, license,
exchange or other disposition
thereof unless the secured party
authorized the disposition free of
the security interest or agricultural
lien; and
(2) A security interest attaches to
any identifiable proceeds of
collateral.
17. KeyBank Nat’l Ass’n v. PAL I, LLC, 155 Idaho 287, 311
P.3d 299 (Oct. 3, 2013).
§ 11-203 - The following procedures
shall apply . . . to any claim by a third
party that property levied upon is his
property or that he has a security
interest therein. . . . A third party
claimant shall prepare a written claim
setting forth the grounds upon which
he claims the property, and in the case
of a secured party, also stating the
dollar amount of the claim. A claim of
exemption or third party claim may be
filed only if property has been levied
upon.
(a) The claim of exemption or third
party claim shall be delivered or mailed
to the sheriff within fourteen (14) days
after the date the sheriff hand delivers
or mails the documents required to be
served upon the defendant and third
parties . . .
§ 38-9-315 – (a) Except as otherwise
provided in this chapter and in
section 28-2-403(2):
(1) A security interest or agricultural
lien continues in collateral
notwithstanding sale, lease, license,
exchange or other disposition
thereof unless the secured party
authorized the disposition free of
the security interest or agricultural
lien; and
(2) A security interest attaches to
any identifiable proceeds of
collateral.
Under these
facts, not an
authorized
disposition.
18. KeyBank Nat’l Ass’n v. PAL I, LLC, 155 Idaho 287, 311
P.3d 299 (Oct. 3, 2013).
§ 11-203 - The following procedures
shall apply . . . to any claim by a third
party that property levied upon is his
property or that he has a security
interest therein. . . . A third party
claimant shall prepare a written claim
setting forth the grounds upon which
he claims the property, and in the case
of a secured party, also stating the
dollar amount of the claim. A claim of
exemption or third party claim may be
filed only if property has been levied
upon.
(a) The claim of exemption or third
party claim shall be delivered or mailed
to the sheriff within fourteen (14) days
after the date the sheriff hand delivers
or mails the documents required to be
served upon the defendant and third
parties . . .
§ 38-9-315 – (a) Except as otherwise
provided in this chapter and in
section 28-2-403(2):
(1) A security interest or agricultural
lien continues in collateral
notwithstanding sale, lease, license,
exchange or other disposition
thereof unless the secured party
authorized the disposition free of
the security interest or agricultural
lien; and
(2) A security interest attaches to
any identifiable proceeds of
collateral.
Under these
facts, not an
authorized
disposition.
Under these facts,
KeyBank not estopped
under doctrine of
“quasi-estoppel” from
asserting security
interest.
19. KeyBank Nat’l Ass’n v. PAL I, LLC, 155 Idaho 287, 311
P.3d 299 (Oct. 3, 2013).
§ 11-203 - The following procedures
shall apply . . . to any claim by a third
party that property levied upon is his
property or that he has a security
interest therein. . . . A third party
claimant shall prepare a written claim
setting forth the grounds upon which
he claims the property, and in the case
of a secured party, also stating the
dollar amount of the claim. A claim of
exemption or third party claim may be
filed only if property has been levied
upon.
(a) The claim of exemption or third
party claim shall be delivered or mailed
to the sheriff within fourteen (14) days
after the date the sheriff hand delivers
or mails the documents required to be
served upon the defendant and third
parties . . .
§ 38-9-315 – (a) Except as otherwise
provided in this chapter and in
section 28-2-403(2):
(1) A security interest or agricultural
lien continues in collateral
notwithstanding sale, lease, license,
exchange or other disposition
thereof unless the secured party
authorized the disposition free of
the security interest or agricultural
lien; and
(2) A security interest attaches to
any identifiable proceeds of
collateral.
Under these
facts, not an
authorized
disposition.
Under these facts,
KeyBank not estopped
under doctrine of
“quasi-estoppel” from
asserting security
interest.
WARNING: If fail to
comply with § 11-203 or
to otherwise assert security
interest during sheriff’s
sale, possibly lose it?
20. THEMES
Idaho statutes re: liens & security interests
Oral agreements
Shareholder purchase or repurchase
Good faith
Clarifying Delaware law
X
26. Alleged verbal
agreement
• Monsanto agreed to furnish SIO with agreed-upon
quantities of silica sand if processed in safe and
environmentally friendly manner.
• SIO could sell the processed sand to third parties, but
Monsanto reserved the right to limit the market.
• SIO could extract sand from the quarry.
• The agreement would remain in force as long as “mutually
beneficial” to SIO and Monsanto.
• The agreement would be “mutually beneficial” as long as
(1) SIO conformed to Monsanto’s environmental, safety,
and control regulations; (2) SIO paid Monsanto an agreed-
upon royalty; and (3) SIO permitted Monsanto to control
the markets in which SIO could sell the sand.
Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho 538,
314 P.3d 593 (Nov. 27, 2013).
27. Alleged verbal
agreement
Statute of Frauds
§ 28-2-201(1) – contract for the sale
of goods for the price of $500 or
more
Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho 538,
314 P.3d 593 (Nov. 27, 2013).
28. Alleged verbal
agreement
Statute of Frauds
§ 28-2-201(1) – contract for the sale
of goods for the price of $500 or
more
If hybrid contract (with terms re: sale
of goods and services), test:
“whether the predominant factor, the
thrust, the purpose of the agreement
is a transaction of sale, with labor
incidentally involved”
Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho 538,
314 P.3d 593 (Nov. 27, 2013).
29. Alleged verbal
agreement
• Monsanto agreed to furnish SIO with agreed-upon
quantities of silica sand if processed in safe and
environmentally friendly manner.
• SIO could sell the processed sand to third parties, but
Monsanto reserved the right to limit the market.
• SIO could extract sand from the quarry.
• The agreement would remain in force as long as “mutually
beneficial” to SIO and Monsanto.
• The agreement would be “mutually beneficial” as long as
(1) SIO conformed to Monsanto’s environmental, safety,
and control regulations; (2) SIO paid Monsanto an agreed-
upon royalty; and (3) SIO permitted Monsanto to control
the markets in which SIO could sell the sand.
Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho 538,
314 P.3d 593 (Nov. 27, 2013).
30. Alleged verbal
agreementXStatute of Frauds
§ 28-2-201(1) – contract for the sale
of goods for the price of $500 or
more
If hybrid contract (with terms re: sale
of goods and services), test:
“whether the predominant factor, the
thrust, the purpose of the agreement
is a transaction of sale, with labor
incidentally involved”
UNENFORCEABLE
Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho 538,
314 P.3d 593 (Nov. 27, 2013).
31. Alleged verbal
agreementXStatute of Frauds
§ 28-2-201(1) – contract for the sale
of goods for the price of $500 or
more
If hybrid contract (with terms re: sale
of goods and services), test:
“whether the predominant factor, the
thrust, the purpose of the agreement
is a transaction of sale, with labor
incidentally involved”
UNENFORCEABLE
“An enforceable contract must
contain the essential terms of
agreement and not be too
vague, indefinite, or uncertain as
to those terms.”
Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho 538,
314 P.3d 593 (Nov. 27, 2013).
32. Alleged verbal
agreement
• Monsanto agreed to furnish SIO with agreed-upon
quantities of silica sand if processed in safe and
environmentally friendly manner.
• SIO could sell the processed sand to third parties, but
Monsanto reserved the right to limit the market.
• SIO could extract sand from the quarry.
• The agreement would remain in force as long as “mutually
beneficial” to SIO and Monsanto.
• The agreement would be “mutually beneficial” as long as
(1) SIO conformed to Monsanto’s environmental, safety,
and control regulations; (2) SIO paid Monsanto an agreed-
upon royalty; and (3) SIO permitted Monsanto to control
the markets in which SIO could sell the sand.
Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho 538,
314 P.3d 593 (Nov. 27, 2013).
33. Alleged verbal
agreementXStatute of Frauds
§ 28-2-201(1) – contract for the sale
of goods for the price of $500 or
more
If hybrid contract (with terms re: sale
of goods and services), test:
“whether the predominant factor, the
thrust, the purpose of the agreement
is a transaction of sale, with labor
incidentally involved”
UNENFORCEABLE
“An enforceable contract must
contain the essential terms of
agreement and not be too
vague, indefinite, or uncertain as
to those terms.”
UNENFORCEABLE
Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho 538,
314 P.3d 593 (Nov. 27, 2013).
X
34. Equitable
Estoppel Claim
Against
Monsanto
YES, equitable estoppel claim can be
asserted where the purported
agreement does not comply with the
Statute of Frauds.
Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho 538,
314 P.3d 593 (Nov. 27, 2013).
35. Equitable
Estoppel Claim
Against
Monsanto
YES, equitable estoppel claim can be
asserted where the purported
agreement does not comply with the
Statute of Frauds.
BUT, the doctrine of equitable
estoppel assumes the existence of a
complete agreement that is not
unenforceable as vague or
incomplete.
X
Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho 538,
314 P.3d 593 (Nov. 27, 2013).
36. Equitable
Estoppel Claim
Against
Monsanto
YES, equitable estoppel claim can be
asserted where the purported
agreement does not comply with the
Statute of Frauds.
BUT, the doctrine of equitable
estoppel assumes the existence of a
complete agreement that is not
unenforceable as vague or
incomplete.
X
Tortious
Interference
Claim Against
WGI
YES, the failure to comply with the
Statute of Frauds merely renders a
contract voidable, and thus it can still
be subject to tortious interference.
Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho 538,
314 P.3d 593 (Nov. 27, 2013).
37. Equitable
Estoppel Claim
Against
Monsanto
YES, equitable estoppel claim can be
asserted where the purported
agreement does not comply with the
Statute of Frauds.
BUT, the doctrine of equitable
estoppel assumes the existence of a
complete agreement that is not
unenforceable as vague or
incomplete.
X
Tortious
Interference
Claim Against
WGI
YES, the failure to comply with the
Statute of Frauds merely renders a
contract voidable, and thus it can still
be subject to tortious interference.
BUT, a party cannot interfere with an
agreement that is too vague and
uncertain to be enforceable.
X
Silicon Int’l Ore, LLC v. Monsanto Co., 155 Idaho 538,
314 P.3d 593 (Nov. 27, 2013).
38. THEMES
Idaho statutes re: liens & security interests
Oral agreements
Shareholder purchase or repurchase
Good faith
Clarifying Delaware law
X
X
39. In re Wayport, Inc. Litigation, 76 A.3d 296 (Del. Ch. May
1, 2013).
40. In re Wayport, Inc. Litigation, 76 A.3d 296 (Del. Ch. May
1, 2013).
No special
disclosure
duties
41. In re Wayport, Inc. Litigation, 76 A.3d 296 (Del. Ch. May
1, 2013).
No special
disclosure
duties
Duty to
disclose all
material facts
42. In re Wayport, Inc. Litigation, 76 A.3d 296 (Del. Ch. May
1, 2013).
No special
disclosure
duties
Duty to
disclose all
material facts
Duty to
disclose
“special facts”
43. In re Wayport, Inc. Litigation, 76 A.3d 296 (Del. Ch. May
1, 2013).
No special
disclosure
duties
Duty to
disclose all
material facts
Duty to
disclose
“special facts”
44. In re Wayport, Inc. Litigation, 76 A.3d 296 (Del. Ch. May
1, 2013).
“not aware of any
bluebirds of
happiness in the
Wayport world right
now”
June 8, 2007
45. In re Wayport, Inc. Litigation, 76 A.3d 296 (Del. Ch. May
1, 2013).
“not aware of any
bluebirds of
happiness in the
Wayport world right
now”
June 8, 2007 July 2, 2007
learned about
the patent
sale
46. In re Wayport, Inc. Litigation, 76 A.3d 296 (Del. Ch. May
1, 2013).
“not aware of any
bluebirds of
happiness in the
Wayport world right
now”
June 8, 2007 July 2, 2007
learned about
the patent
sale
Late Sept. 2007
purchased
stock from
outside
shareholder
DUTY TO UPDATE
FRAUD
47. THEMES
Idaho statutes re: liens & security interests
Oral agreements
Shareholder purchase or repurchase
Good faith
Clarifying Delaware law
X
X
48. Blaustein v. Lord Baltimore Capital Corp., 84 A.3d 954
(Del. Jan. 21, 2014).
49. Blaustein v. Lord Baltimore Capital Corp., 84 A.3d 954
(Del. Jan. 21, 2014).
Nixon v. Blackwell, 626 A.2d 1366 (Del. 1993) – “The tools of good corporate
practice are designed to give a purchasing minority stockholder the opportunity
to bargain for protection before parting with consideration. It would do violence
to normal corporate practice and our corporation law to fashion an ad hoc ruling
which would result in a court-imposed stockholder buy-out for which the parties
had not contracted.”
50. Blaustein v. Lord Baltimore Capital Corp., 84 A.3d 954
(Del. Jan. 21, 2014).
Nixon v. Blackwell, 626 A.2d 1366 (Del. 1993) – “The tools of good corporate
practice are designed to give a purchasing minority stockholder the opportunity
to bargain for protection before parting with consideration. It would do violence
to normal corporate practice and our corporation law to fashion an ad hoc ruling
which would result in a court-imposed stockholder buy-out for which the parties
had not contracted.”
“Under common law, the directors of a closely held corporation have no general
fiduciary duty to repurchase the stock of a minority stockholder. An investor
must rely on contractual protections if liquidity is a matter of concern. Blaustein
has no inherent right to sell her stock to the company at ‘full value,’ or any other
price. It follows that she has no right to insist on the formation of an
independent board committee to negotiate with her.”
51. Blaustein v. Lord Baltimore Capital Corp., 84 A.3d 954
(Del. Jan. 21, 2014).
Shareholder Agreement paragraph 7(d):
“Notwithstanding any other provision of this Agreement, the Company may
repurchase Shares upon terms and conditions agreeable to the Company and the
Shareholder who owns the Shares to be repurchased provided that the
repurchase is approved either (i) by a majority, being at least four, of all the
Directors of the Company then authorized . . . at a duly called meeting of the
Board of Directors or (ii) in writing by Shareholders who, in the aggregate, own of
record or beneficially 70% or more of all Shares then issued and outstanding.”
52. Blaustein v. Lord Baltimore Capital Corp., 84 A.3d 954
(Del. Jan. 21, 2014).
Shareholder Agreement paragraph 7(d):
“Notwithstanding any other provision of this Agreement, the Company may
repurchase Shares upon terms and conditions agreeable to the Company and the
Shareholder who owns the Shares to be repurchased provided that the
repurchase is approved either (i) by a majority, being at least four, of all the
Directors of the Company then authorized . . . at a duly called meeting of the
Board of Directors or (ii) in writing by Shareholders who, in the aggregate, own of
record or beneficially 70% or more of all Shares then issued and outstanding.”
“The implied covenant of good faith and fair dealing
cannot be employed to impose new contract terms that
could have been bargained for but were not.”
53. Blaustein v. Lord Baltimore Capital Corp., 84 A.3d 954
(Del. Jan. 21, 2014).
Blaustein v. Lord Baltimore Capital Corp., No. 6685–VCN, 2013
WL 1810956 (Del.Ch. Apr. 30, 2013).
“Susan's predicament is not enviable, but she must live with
the Shareholders' Agreement for which she bargained. She had
an opportunity to negotiate specific buyout terms. Her
attorneys were sophisticated and well-regarded. The Court
cannot read into the Shareholders' Agreement obvious terms
that she did not secure during the bargaining process. Nor can
the Court, on these facts, utilize fiduciary principles to help her
case.”
54. THEMES
Idaho statutes re: liens & security interests
Oral agreements
Shareholder purchase or repurchase
Good faith
Clarifying Delaware law
X
X
55. Delaware LLC Act – Effective August 1, 2013
6 Del. Code § 18-1104
In any case not provided for in this chapter, the
rules of law and equity, including the rules of
law and equity relating to fiduciary duties and
the law merchant, shall govern.
56. Delaware LLC Act
6 Del. Code § 18-1101(c)
To the extent that, at law or in equity, a member
or manager or other person has duties
(including fiduciary duties) to a limited liability
company or to another member or manager or
to another person that is a party to or is
otherwise bound by a limited liability company
agreement, the member's or manager's or other
person's duties may be expanded or restricted
or eliminated by provisions in the limited
liability company agreement; provided, that the
limited liability company agreement may not
eliminate the implied contractual covenant of
good faith and fair dealing.
Delaware Rev. Unif. LP Act
6 Del. Code § 17-1101(c)
To the extent that, at law or in equity, a partner
or other person has duties (including fiduciary
duties) to a limited partnership or to another
partner or to another person that is a party to or
is otherwise bound by a partnership agreement,
the partner's or other person's duties may be
expanded or restricted or eliminated by
provisions in the partnership agreement;
provided that the partnership agreement may
not eliminate the implied contractual covenant
of good faith and fair dealing.
57. Delaware LLC Act
6 Del. Code § 18-1101(c)
To the extent that, at law or in equity, a member
or manager or other person has duties
(including fiduciary duties) to a limited liability
company or to another member or manager or
to another person that is a party to or is
otherwise bound by a limited liability company
agreement, the member's or manager's or other
person's duties may be expanded or restricted
or eliminated by provisions in the limited
liability company agreement; provided, that the
limited liability company agreement may not
eliminate the implied contractual covenant of
good faith and fair dealing.
GOOD
FAITH
Delaware Rev. Unif. LP Act
6 Del. Code § 17-1101(c)
To the extent that, at law or in equity, a partner
or other person has duties (including fiduciary
duties) to a limited partnership or to another
partner or to another person that is a party to or
is otherwise bound by a partnership agreement,
the partner's or other person's duties may be
expanded or restricted or eliminated by
provisions in the partnership agreement;
provided that the partnership agreement may
not eliminate the implied contractual covenant
of good faith and fair dealing.
61. DV Realty v. Policemen’s Annuity, 75 A.3d 101 (Del. Aug.
26, 2013).
LPA § 3.10(a)(ii)
Both General Partners (and only both, not either General Partner
individually) may be removed without Cause by an affirmative vote
or consent of the Limited Partners holding in excess of 75% of the
[Limited] Partnership Interests then held by all Limited Partners;
provided that consenting Limited Partners in good faith determine
that such removal is necessary for the best interest of the [Limited]
Partnership.
62. DV Realty v. Policemen’s Annuity, 75 A.3d 101 (Del. Aug.
26, 2013).
• If defined in LP Agreement as defined.
• If undefined ???
63. DV Realty v. Policemen’s Annuity, 75 A.3d 101 (Del. Aug.
26, 2013).
• If defined in LP Agreement as defined.
• If undefined ???
Court of Chancery, drawing
from UCC § 1-201, held that
“good faith” means
“honesty in fact and the
observance of reasonable
commercial standards of fair
dealing.”
64. DV Realty v. Policemen’s Annuity, 75 A.3d 101 (Del. Aug.
26, 2013).
• If defined in LP Agreement as defined.
• If undefined ???
Court of Chancery, drawing
from UCC § 1-201, held that
“good faith” means
“honesty in fact and the
observance of reasonable
commercial standards of fair
dealing.”
Delaware Supreme Court:
Not “good faith” if “so
beyond the bounds of
reasonable judgment that it
seems essentially
inexplicable on any ground
other than bad faith.”
65. GOOD
FAITH
Fiduciary Duty
of Loyalty
(including
good faith)
Contractual
Duty of Good
Faith
Implied Duty
of Good Faith
& Fair Dealing
Can be
eliminated or
supplanted.
• As defined.
• If undefined, subjective
inquiry into whether “so far
beyond the bounds of
reasonable judgment.” DV
Realty
66. GOOD
FAITH
Fiduciary Duty
of Loyalty
(including
good faith)
Contractual
Duty of Good
Faith
Implied Duty
of Good Faith
& Fair Dealing
Can be
eliminated or
supplanted.
• As defined.
• If undefined, subjective
inquiry into whether “so far
beyond the bounds of
reasonable judgment.” DV
Realty
Can “safe harbors”
conclusively establish
good faith?
Can “safe harbors”
conclusively establish
good faith?
67. Gerber v. Enter. Prods. Holdings, LLC, 67 A.3d 400 (Del.
June 10, 2013).
68. Gerber v. Enter. Prods. Holdings, LLC, 67 A.3d 400 (Del.
June 10, 2013).
LPA 7.9(b) – “Whenever the General
Partner . . . takes any other action, or any
of its Affiliates causes it to do so, in its
capacity as the general partner of the
Partnership . . . then, . . . the General
Partner, or such Affiliates causing it to do
so, shall . . . take such other action in
good faith.”
Implied contractual duty of good
faith and fair dealing
69. Gerber v. Enter. Prods. Holdings, LLC, 67 A.3d 400 (Del.
June 10, 2013).
LPA 7.9(b) – “Whenever the General
Partner . . . takes any other action, or any
of its Affiliates causes it to do so, in its
capacity as the general partner of the
Partnership . . . then, . . . the General
Partner, or such Affiliates causing it to do
so, shall . . . take such other action in
good faith.”
Implied contractual duty of good
faith and fair dealing
Safe Harbor 2 –
Precludes judicial
review of any conflict of
interest transaction if
approved by “Special
Approval.”
Safe Harbor 1 –
Conclusive
presumption that
General Partner acts in
good faith if in reliance
on investment banker’s
opinion.
70. Gerber v. Enter. Prods. Holdings, LLC, 67 A.3d 400 (Del.
June 10, 2013).
LPA 7.9(b) – “Whenever the General
Partner . . . takes any other action, or any
of its Affiliates causes it to do so, in its
capacity as the general partner of the
Partnership . . . then, . . . the General
Partner, or such Affiliates causing it to do
so, shall . . . take such other action in
good faith.”
Implied contractual duty of good
faith and fair dealing
Safe Harbor 2 –
Precludes judicial
review of any conflict of
interest transaction if
approved by “Special
Approval.”
Safe Harbor 1 –
Conclusive
presumption that
General Partner acts in
good faith if in reliance
on investment banker’s
opinion.
X
71. Gerber v. Enter. Prods. Holdings, LLC, 67 A.3d 400 (Del.
June 10, 2013).
LPA 7.9(b) – “Whenever the General
Partner . . . takes any other action, or any
of its Affiliates causes it to do so, in its
capacity as the general partner of the
Partnership . . . then, . . . the General
Partner, or such Affiliates causing it to do
so, shall . . . take such other action in
good faith.”
Implied contractual duty of good
faith and fair dealing
Safe Harbor 2 –
Precludes judicial
review of any conflict of
interest transaction if
approved by “Special
Approval.”
Safe Harbor 1 –
Conclusive
presumption that
General Partner acts in
good faith if in reliance
on investment banker’s
opinion.
X Requires that a party
“refrain from arbitrary
and unreasonable
conduct which has the
effect of preventing the
other party to a contract
from receiving the fruits
of its bargain”
72. Gerber v. Enter. Prods. Holdings, LLC, 67 A.3d 400 (Del.
June 10, 2013).
LPA 7.9(b) – “Whenever the General
Partner . . . takes any other action, or any
of its Affiliates causes it to do so, in its
capacity as the general partner of the
Partnership . . . then, . . . the General
Partner, or such Affiliates causing it to do
so, shall . . . take such other action in
good faith.”
Implied contractual duty of good
faith and fair dealing
Safe Harbor 2 –
Precludes judicial
review of any conflict of
interest transaction if
approved by “Special
Approval.”
Safe Harbor 1 –
Conclusive
presumption that
General Partner acts in
good faith if in reliance
on investment banker’s
opinion.
X Requires that a party
“refrain from arbitrary
and unreasonable
conduct which has the
effect of preventing the
other party to a contract
from receiving the fruits
of its bargain”
73. GOOD
FAITH
Fiduciary Duty
of Loyalty
(including
good faith)
Contractual
Duty of Good
Faith
Implied Duty
of Good Faith
& Fair Dealing
Can be
eliminated or
supplanted.
• As defined.
• If undefined, subjective
inquiry into whether “so far
beyond the bounds of
reasonable judgment.” DV
Realty
• Safe harbors can insulate
from liability.
74. GOOD
FAITH
Fiduciary Duty
of Loyalty
(including
good faith)
Contractual
Duty of Good
Faith
Implied Duty
of Good Faith
& Fair Dealing
Can be
eliminated or
supplanted.
• As defined.
• If undefined, subjective
inquiry into whether “so far
beyond the bounds of
reasonable judgment.” DV
Realty
• Safe harbors can insulate
from liability.
• Presumptive “good
faith” provisions
don’t insulate.
75. GOOD
FAITH
Fiduciary Duty
of Loyalty
(including
good faith)
Contractual
Duty of Good
Faith
Implied Duty
of Good Faith
& Fair Dealing
Can be
eliminated or
supplanted.
• As defined.
• If undefined, subjective
inquiry into whether “so far
beyond the bounds of
reasonable judgment.” DV
Realty
• Safe harbors can insulate
from liability.
• Presumptive “good
faith” provisions
don’t insulate.
• Implied duty applies
to conduct pursuant
to safe harbor
76. Implied Duty of Good Faith &
Fair Dealing
“Express contractual provisions always supersede the implied
covenant, but even the most carefully drafted agreement will
harbor residual nooks and crannies for the implied covenant to fill.
In those situations, what is ‘arbitrary’ or ‘unreasonable’—or
conversely ‘reasonable’– depends on the parties’ original
contractual expectations, not a ‘free-flowing’ duty applied at the
time of the wrong.”
Gerber v. Enter. Prods. Holdings, LLC, 67 A.3d 400 (Del.
June 10, 2013).
77. THEMES
Idaho statutes re: liens & security interests
Oral agreements
Shareholder purchase or repurchase
Good faith
Clarifying Delaware lawX
X
78. SIGA Techs., Inc. v. Pharmathene, Inc., 67 A.3d 330 (Del.
May 24, 2013).
SIGA Pharmathene
79. SIGA Techs., Inc. v. Pharmathene, Inc., 67 A.3d 330 (Del.
May 24, 2013).
SIGA Pharmathene
License term sheet
“Non-binding”
Unsigned
80. SIGA Techs., Inc. v. Pharmathene, Inc., 67 A.3d 330 (Del.
May 24, 2013).
SIGA Pharmathene
License term sheet
“Non-binding”
Unsigned
Merger AgreementBridge Financing Agreement
Upon termination of the merger, “SIGA and Pharmathene will
negotiate in good faith with the intention of executing a definitive
License Agreement in accordance with the terms set forth in the
License Agreement Term Sheet attached as Exhibit C.”
81. SIGA Techs., Inc. v. Pharmathene, Inc., 67 A.3d 330 (Del.
May 24, 2013).
SIGA Pharmathene
License term sheet
“Non-binding”
Unsigned
Merger AgreementBridge Financing Agreement
Upon termination of the merger, “SIGA and Pharmathene will
negotiate in good faith with the intention of executing a definitive
License Agreement in accordance with the terms set forth in the
License Agreement Term Sheet attached as Exhibit C.”
82. SIGA Techs., Inc. v. Pharmathene, Inc., 67 A.3d 330 (Del.
May 24, 2013).
The parties were obligated to negotiate in good faith with the
intention of executing a definitive License Agreement with
economic terms substantially similar to the terms of the term
sheet.
83. SIGA Techs., Inc. v. Pharmathene, Inc., 67 A.3d 330 (Del.
May 24, 2013).
The parties were obligated to negotiate in good faith with the
intention of executing a definitive License Agreement with
economic terms substantially similar to the terms of the term
sheet.
Bad faith implies the “conscious
doing of a wrong because of
dishonest purpose or moral
obliquity”
84. SIGA Techs., Inc. v. Pharmathene, Inc., 67 A.3d 330 (Del.
May 24, 2013).
The parties were obligated to negotiate in good faith with the
intention of executing a definitive License Agreement with
economic terms substantially similar to the terms of the term
sheet.
Bad faith implies the “conscious
doing of a wrong because of
dishonest purpose or moral
obliquity”
• If the parties have an agreement to negotiate in good faith
• Based on a preliminary agreement that contains certain
major terms but leaves other terms open for further
negotiation
• And the trial court makes a factual finding that the parties
would have reached an agreement but for the defendant’s
bad faith negotiations
85. SIGA Techs., Inc. v. Pharmathene, Inc., 67 A.3d 330 (Del.
May 24, 2013).
The parties were obligated to negotiate in good faith with the
intention of executing a definitive License Agreement with
economic terms substantially similar to the terms of the term
sheet.
Bad faith implies the “conscious
doing of a wrong because of
dishonest purpose or moral
obliquity”
• If the parties have an agreement to negotiate in good faith
• Based on a preliminary agreement that contains certain
major terms but leaves other terms open for further
negotiation
• And the trial court makes a factual finding that the parties
would have reached an agreement but for the defendant’s
bad faith negotiations
Expectation
damages are
available!!!
86. THEMES
Idaho statutes re: liens & security interests
Oral agreements
Shareholder purchase or repurchase
Good faith
Clarifying Delaware lawX
88. Klaassen v. Allegro Dev., No. 583, 2014 WL 996375,
(Del. Mar. 14, 2014).
NO ADVANCE NOTICE OF AGENDA
“It is settled Delaware law that
corporate directors are not
required to be given notice of
regular board meetings.”
89. Klaassen v. Allegro Dev., No. 583, 2014 WL 996375,
(Del. Mar. 14, 2014).
NO ADVANCE NOTICE OF AGENDA
“It is settled Delaware law that
corporate directors are not
required to be given notice of
regular board meetings.”
“It follows that there is no default
requirement that directors be
given advance notice of specific
agenda items to be addressed at a
regular board meeting.”
90. Klaassen v. Allegro Dev., No. 583, 2014 WL 996375,
(Del. Mar. 14, 2014).
NO ADVANCE NOTICE OF AGENDA
“It is settled Delaware law that
corporate directors are not
required to be given notice of
regular board meetings.”
“It follows that there is no default
requirement that directors be
given advance notice of specific
agenda items to be addressed at a
regular board meeting.”
DECEPTIVE TACTICS
“Our courts do not approve the
use of deception as a means by
which to conduct a Delaware
corporation’s affairs, and nothing
in this Opinion should be read to
suggest otherwise.”
91. Klaassen v. Allegro Dev., No. 583, 2014 WL 996375,
(Del. Mar. 14, 2014).
NO ADVANCE NOTICE OF AGENDA
“It is settled Delaware law that
corporate directors are not
required to be given notice of
regular board meetings.”
“It follows that there is no default
requirement that directors be
given advance notice of specific
agenda items to be addressed at a
regular board meeting.”
DECEPTIVE TACTICS
“Our courts do not approve the
use of deception as a means by
which to conduct a Delaware
corporation’s affairs, and nothing
in this Opinion should be read to
suggest otherwise.”
BUT, this is an equitable claim,
thus rendering actions voidable
rather than void, and subject to
equitable defenses.
92. THEMES
Idaho statutes re: liens & security interests
Oral agreements
Shareholder purchase or repurchase
Good faith
Clarifying Delaware lawX
93. In re Hecla Mining Co. Deriv. Shareholder Litig., No.
2:12-CV-97-REB, 2014 WL 689036 (D. Idaho Feb. 20,
2014).
94. In re Hecla Mining Co. Deriv. Shareholder Litig., No.
2:12-CV-97-REB, 2014 WL 689036 (D. Idaho Feb. 20,
2014).
If alleged that directors
made a conscious
business decision in
breach of fiduciary duty
Aronson test: A plaintiff
must plead sufficient facts
to raise a reasonable
doubt that
(1) That the directors are
disinterested and
independent
OR
(2) That the challenged
transaction was the
product of a valid exercise
of business judgment.
95. In re Hecla Mining Co. Deriv. Shareholder Litig., No.
2:12-CV-97-REB, 2014 WL 689036 (D. Idaho Feb. 20,
2014).
If alleged that directors
made a conscious
business decision in
breach of fiduciary duty
If alleged that directors
violated their oversight
duties
Aronson test: A plaintiff must
plead sufficient facts to raise a
reasonable doubt:
• That the directors are
disinterested and
independent
OR
• That the challenged
transaction was the
product of a valid exercise
of business judgment.
Rales test: A plaintiff must plead
sufficient facts to raise a reasonable
doubt:
• That the board of directors could
have properly exercised its
independent and disinterested
business judgment in responding to
a demand.
96. In re Hecla Mining Co. Deriv. Shareholder Litig., No.
2:12-CV-97-REB, 2014 WL 689036 (D. Idaho Feb. 20,
2014).
If alleged that directors
made a conscious
business decision in
breach of fiduciary duty
If alleged that directors
violated their oversight
duties
Aronson test: A plaintiff must
plead sufficient facts to raise a
reasonable doubt:
• That the directors are
disinterested and
independent
OR
• That the challenged
transaction was the
product of a valid exercise
of business judgment.
Rales test: A plaintiff must plead
sufficient facts to raise a reasonable
doubt:
• That the board of directors could
have properly exercised its
independent and disinterested
business judgment in responding to
a demand.
One way: Show that a majority of the
board faces a sufficiently substantial
threat of personal liability.
97. In re Hecla Mining Co. Deriv. Shareholder Litig., No.
2:12-CV-97-REB, 2014 WL 689036 (D. Idaho Feb. 20,
2014).
If alleged that directors
made a conscious
business decision in
breach of fiduciary duty
If alleged that directors
violated their oversight
duties
Aronson test: A plaintiff must
plead sufficient facts to raise a
reasonable doubt:
• That the directors are
disinterested and
independent
OR
• That the challenged
transaction was the
product of a valid exercise
of business judgment.
Rales test: A plaintiff must plead
sufficient facts to raise a reasonable
doubt:
• That the board of directors could
have properly exercised its
independent and disinterested
business judgment in responding to
a demand.
One way: Show that a majority of the
board faces a sufficiently substantial
threat of personal liability.
98. In re Hecla Mining Co. Deriv. Shareholder Litig., No.
2:12-CV-97-REB, 2014 WL 689036 (D. Idaho Feb. 20,
2014).
If alleged that directors
made a conscious
business decision in
breach of fiduciary duty
If alleged that directors
violated their oversight
duties
Aronson test: A plaintiff must
plead sufficient facts to raise a
reasonable doubt:
• That the directors are
disinterested and
independent
OR
• That the challenged
transaction was the
product of a valid exercise
of business judgment.
Rales test: A plaintiff must plead
sufficient facts to raise a reasonable
doubt:
• That the board of directors could
have properly exercised its
independent and disinterested
business judgment in responding to
a demand.
One way: Show that a majority of the
board faces a sufficiently substantial
threat of personal liability.