Sentences with phrase «duty by its shareholders»

So a company doing its duty by its shareholders is pretty much obligated to exploit this loophole.

In Midland Resources Holding Limited v. Shtaif, 2017 ONCA 320, the court partially upheld complicated and detailed findings of fraud, unlawful conspiracy, deceit, and breach of fiduciary duty by the shareholders and directors of two failed corporate ventures to develop oil and gas fields in Russia.

Not exact matches

While a board of directors has a duty to maximize shareholder value by running a fair sales process, the Murdochs own about 17 percent of Fox and control the company through voting shares.

One lawsuit filed yesterday in Northern California on behalf of a Facebook shareholder, Jeremiah Hallisey, alleges the company's senior management «breached their fiduciary duties by failing to prevent the initial misappropriation [of user data by CA] and, after learning of it in 2015, failing to inform affected Facebook users or the public markets».

Strine granted summary judgment to M&F Worldwide, finding that the board did not breach its duty to shareholders when it approved a $ 25 per share offer by MFW's controlling shareholder, MacAndrews & Forbes (which, in turn, is wholly owned by Ron Perelman).

SHAREHOLDER ALERT: Purcell Julie & Lefkowitz LLP Is Investigating Twenty - First Century Fox, Inc. for Potential Breaches Of Fiduciary Duty By Its Board of Directors

Under each agreement between the Trustee and an Authorized Participant to establish an Authorized Participant Custody Account («Authorized Participant Custody Account Agreement»), the Trustee is not contractually or otherwise liable for any losses suffered by any Authorized Participant or Shareholder that are not the direct result of its own gross negligence, fraud or willful default in the performance of its duties under such agreement, and in no event will its liability exceed the market value of the Bitcoins in the Authorized Participant Custody Account at the time such gross negligence, fraud or willful default is discovered by the Trustee.

But Mr Joyce has warned growers against listing the business, saying corporate owners had a duty to their shareholders and not to complain to the government if they pocketed cash by listing the business.

The board of directors of Las Vegas - based Wynn Resorts is facing mounting lawsuits from shareholders — including the NYS pension fund — who allege they breached their fiduciary duties when they ignored what has been described as a longstanding pattern of sexual abuse and harassment by the company's founder, Steve Wynn.

... to exercise its fiduciary duty to shareholders by winding up NTII in order to return cash to shareholders as quickly and efficiently as possible.

The Fund's Chief Compliance Officer, or a Compliance Manager designated by the Chief Compliance Officer, may also grant exceptions to permit additional disclosure of Fund portfolio holdings information at differing times and with different lag times (the period from the date of the information to the date the information is made available), if any, in instances where the Fund has legitimate business purposes for doing so, it is in the best interests of shareholders, and the recipients are subject to a duty of confidentiality, including a duty not to trade on the nonpublic information and are required to execute an agreement to that effect.

May 7, 2014 David Winters tells Fox Business» Maria Bartiromo he believes that Warren Buffett and the Board of Directors at Coca - Cola have failed their fiduciary duties to shareholders by allowing Coca - Cola's equity compensation plan to pass.

In no event shall anything contained herein be so construed as to protect the Foreside against any liability to the Registrant or its shareholders to which the Foreside would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement or by reason of its reckless disregard of its obligations under this Agreement.

As a brief overview, the Management and Board have embarked upon a failed merger that garnered virtually no support from its shareholders, and was opposed by ISS, and continued on that path until the date of the special shareholders meeting and scheduled vote, spending lavishly in a failed effort to close it; attempted to implement substantial new options to itself, a plan opposed by ISS and the shareholders, which was withdrawn; continually paid itself outrageous sums of the shareholders money over the past three years; rejected highly qualified outside board members with deep, broad healthcare company experience supported by its shareholders; held many Board and Committee meetings with nothing to show for it; formed a new Strategic Transactions Committee that is highly paid but that has produced no deals for the shareholders to consider or for any outside valuation experts to formally review; spent lavishly on accountants, auditors and counsel; failed to successfully hire any outside professional negotiators and finally extinguish or remove the outstanding lease obligations; distributed no cash to the shareholders despite holding excess amounts; formed no special purpose entity to hold any royalty and milestone rights and payments for the benefit of its shareholders; and thus generally failed in its fiduciary duties to shareholders.

The Board has concluded that each of the trustees should initially and continue to serve on the Board because of (i) his or her ability to review and understand information about the Trust provided to them by management, to identify and request other information they may deem relevant to the performance of their duties, to question management regarding material factors bearing on the management of the trust, and to exercise their business judgment in a manner that serves the best interests of the trust's shareholders and (ii) the trustee's experience, qualifications, attributes or skills as described below.

These duties apply to executive and nonexecutive directors and are not legally required to be set out in writing, although they are enforceable by the company; shareholders can act against any director that has breached their duties.

It did, however, lose the opportunity to build goodwill by strategically allocating its product during a time of shortage.107 To the extent the stock sale premium reflected this diversion of a corporate opportunity, the selling stockholder was liable for a breach of fiduciary duty.108 A corporate recovery would not have benefitted the selling shareholder — i.e., «those from whom the recovery is had» — but would have benefitted the parties who had induced the very breach that occasioned the recovery.109 The court accordingly ordered direct relief to the minority shareholders.110

[83] There was, in any event, no breach of fiduciary duty by either sister in negotiating the agreement with Hottie Body Boutique, which was fully disclosed to the shareholders of Flirty Girl Fitness and beneficial to the corporation.

Instead, times have changed, Sonsini's infant companies have gone public and the practices that were considered acceptable have changed, now that those companies are regulated by the SEC and owe a fiduciary duty to thousands of investors and shareholders.

Defending technology company and its board of directors in multimillion dollar PA state court action brought by founder / consultant / shareholder alleging claims for breach of fiduciary duty, breach of contract, and rescission; prosecuting action in NJ federal court on behalf of executive terminated in breach of his employment agreement; defending companies and their majority owners in numerous state court actions throughout NY and NJ alleging breach of contract and fraud; defending company in connection with DOL investigation regarding misclassification of employees; defending health - tech entrepreneur in connection with DOL investigation regarding unemployment insurance fraud; counseling global company and its US subsidiary in connection with various employment law matters; and negotiating numerous separation agreements.

«reluctant to interfere with a decision of the Pulse Board that has a fiduciary duty to act in the best interests of Pulse Shareholders, particularly when that decision had very recently been approved by informed Shareholders.»

Our expertise includes advising officers, boards of directors, shareholders, and special litigation committees on a wide range of business disputes, including fiduciary duties, employment issues with minority and majority shareholders, executive compensation, corporate freeze - outs, direct and derivative claims by shareholders, internal investigations and other aspects of corporate governance.

We also successfully represented the Company's Board in related shareholder derivative litigation in the same court alleging breaches of fiduciary duty, abuse of control, and unjust enrichment, all of which the Court dismissed for failure to make a pre-suit demand or allege demand futility with the particularity required by Delaware law.

The 2013 lawsuit alleged that Citigroup's directors breached their duty of loyalty in two ways: (1) by permitting Citibank to engage in unlawful foreclosure and mortgage servicing practices through the implementation of inadequate internal controls; and (2) by failing to issue a supplemental proxy describing the terms of a consent order with the Office of the Comptroller of the Currency to resolve investigations into Citibank's mortgage servicing operations, into which Citibank entered after Citigroup had issued its 2011 proxy materials, but before its 2011 shareholders» meeting.

Appearing for and advising former directors of a company in relation to numerous allegations of fraud and breach of fiduciary duty by former shareholders and the purchasers of the company.

The Supreme Judicial Court upheld the Superior Court's decision that the shareholders owed no fiduciary duty to the corporation or their co-shareholders, as the issue was specifically governed by the articles of organization.

One way to avoid breaching your fiduciary duties is to ensure that Board Resolutions are created each and every time a major decision is made by the board of directors or shareholders on the company's behalf.

Interactive Technology Corp Ltd v Ferster [2016] EWHC 2896 (Ch) Instructed in trial of shareholders» dispute involving unfair prejudice petition, breach of duty and trust claims (led by Andrew Thompson QC)

Still, as I see it, the potential for conflict between the duty owed to clients and the duties to shareholders is massive and I not resolvable unless one or the other is deemed by statute the overriding duty.

He represents clients in complex civil and commercial litigation, including extensive experience in securities litigation, product liability litigation, bankruptcy - related disputes, contract disputes, and disputes involving breaches of fiduciary duties by directors, officers, shareholders and partners.

Recent cases encompass the duties of senior employees, directors, and shareholders; confidential information and restraint of trade; complex discrimination and whistleblowing claims; penalty clauses; and professional negligence by solicitors.

We regularly advise clients in relation to loan / payment defaults, insolvencies, receiverships, fraud, breach of fiduciary duties by directors and officers and trustees, shareholder disputes, professional negligence claims, investment product «misselling» claims and the related regulatory / compliance investigation and employment disputes.

Defended directors of selling corporation in derivative action by shareholders for breach of fiduciary duty

Shareholder lawsuits that accuse companies of violating fiduciary duties are rare especially in private companies, but they can be filed by shareholders to decrease profits.

Cullen subsequently discovered that D1 had taken a personal interest in the German Opportunity and brought proceedings in its own capacity against D1 for breach of the shareholders» agreement and by way of a derivative claim against D1 and D2 for breaches of their directors» duties.

[2017] EWHC 1586 (Ch) 2 week trial of claims against directors for breach of a shareholders» agreement, breaches of director's duties and conspiracy by unlawful means

A firm of accountants appealed against a decision of the Court of Appeal in which it was decided that the accountants owed a duty of care to the appellant shareholders when producing an audit report required by statute.

It applies to shareholders, directors, creditors and other stakeholders by regulating their rights and duties.

Whether during the period between 18th September 2008 and 19th January 2009 the Defendants breached the fiduciary duties and / or duty of care that they owed to the Claimants by putting the proposed acquisition of HBOS and participation in the recapitalisation scheme to the Lloyds shareholders and permitting them to vote on resolutions to approve those transactions on the basis of what they knew to be misleading and / or incomplete information, statements and advice.

The respondents did not allege the directors of Magellan or Koll failed to exercise the requisite care and diligence in discharging their duties by mismanaging those corporations» investments in oil fields, thereby causing financial losses that harmed the respondents as shareholders.

Defended a communications company: shareholder derivative action asserting breach of fiduciary duty by introducing certain subscription TV offers.

Defended a bank: shareholder derivative action alleged breach of fiduciary duty to a subsidiary by stopping an IPO and accelerating loan repayment.

This on - going and well publicised case concerns a challenge brought by shareholders of Lloyds Banking Group against the directors of the bank for alleged breaches of various duties the shareholders claimed the directors owed them.

It also rejected the argument that a multiple derivative action comprises two derivative actions (one by the shareholders on behalf of the parent company against the subsidiary for its failure to sue the wrongdoers and one by the parent company on behalf of the subsidiary against the wrongdoers), neither of which was maintainable (the first because the subsidiary owed the parent no duty to sue the wrongdoers and the second because the parent company was in control of the subsidiary).

As shareholders in the feeder funds, the investors are not generally owed any duties (whether contractual or otherwise) by the directors of or third party service providers to the master fund.

The opponents raise many valid concerns that warrant further exploration, most significantly the risk to the public interest if a lawyer's duty to the client and her ethical obligations could be comprised by a non-lawyer shareholder interested solely in maximizing profit.

One lawsuit filed yesterday in Northern California on behalf of a Facebook shareholder, Jeremiah Hallisey, alleges the company's senior management «breached their fiduciary duties by failing to prevent the initial misappropriation [of user data by CA] and, after learning of it in 2015, failing to inform affected Facebook users or the public markets».

Attorneys at Faruqi & Faruqi say the investigation «focuses on whether Belk's board of directors breached their fiduciary duties to the company's stockholders by failing to conduct a fair sales process and whether and by how much this proposed transaction undervalues the company to the detriment of Belk's shareholders.»