Shareholder Ratification

22 Florida cases classified under this topic · sorted by citation count · browse and sort

• Murray Cohen v. Ayers
  596 F.2d 733· 7th Cir.· 1979-04-16 ·cited 32×
  The court held that the cancellation and reissue of stock options at lower prices did not violate the shareholder-approved plans and did not constitute corporate waste, and that the proxy statements did not violate federal securities laws.
• Lewis v. Anderson
  692 F.2d 1267· 9th Cir.· 1982-11-22 ·cited 20×
  The court held that a plaintiff may recover attorneys' fees under the substantial benefit doctrine even if the action did not result in a judgment, provided the action conferred a concrete and substantial benefit upon the class represented.
• Wolgin v. Simon
  722 F.2d 389· 8th Cir.· 1983-12-02 ·cited 13×
  A shareholder must submit a proposed amendment with a motion for leave to amend a complaint to preserve the right to amend, and conclusory allegations of futility are insufficient to excuse a demand on shareholders.
• In re Ollag Constr. Equip. Corp. v. Goldman
  578 F.2d 904· 2d Cir.· 1978-06-26 ·cited 13×
  The court held that the lower courts inadequately considered Ollag's solvency when the security interest was created, requiring further findings on Ollag's assets, subrogation rights, contribution rights, and potential liability to Travelers.
• Brody v. Chem. Bank
  482 F.2d 1111· 2d Cir.· 1973-07-03 ·cited 12×
  The court held that the dismissal of the derivative counts was erroneous because Delaware law may excuse a shareholder demand when the alleged wrongs are unratifiable by stockholders.
• Robert A. Wachsler, Inc. v. Florafax Int'l, Inc.
  778 F.2d 547· 10th Cir.· 1985-11-26 ·cited 7×
  The court held that a contract with an interested director, even if fair, requires informed ratification by a majority of shareholders to be validated under Delaware law, and mere acceptance of benefits by the corporation is insufficient if shareholders lack knowledge.
• Int'l Ins. v. Johns
  685 F. Supp. 1230· S.D. Fla.· 1988-05-09 ·cited 4×
  The court held that the settlement payments made by the insured directors in the shareholder derivative action were covered losses under the directors' and officers' liability policy, as they did not fall under the policy's exclusions.
• In re Safety Int'l, Inc. v. Dyer
  775 F.2d 660· 5th Cir.· 1985-11-05 ·cited 4×
  The court held that the shareholders' ratification of the purchase option, even if it constituted a corporate opportunity, foreclosed the corporation from challenging the transaction.
• Review 71 v. Alloys Unlimited, Inc.
  450 F.2d 482· 10th Cir.· 1971-11-01 ·cited 4×
  The court held that the allegations in the complaint were legally insufficient to state a claim under Rule 10b-5, as they failed to demonstrate materiality or a sufficient causal relationship between the alleged misconduct and the damages claimed.
• Irving I. Bass in Bankr. for J. B. Hanauer & Co. v. Am. Ins. Co.
  493 F.2d 590· 9th Cir.· 1974-03-12 ·cited 2×
  The court held that losses from 'trading' activities, as defined by the fidelity bond's exclusion clause, were not covered, and that the company's purchase of delinquent bond coupons was a trading loss excluded from coverage.
• Phillips Petroleum Co. v. Rock Creek Mining Co.
  449 F.2d 664· 9th Cir.· 1971-08-24 ·cited 2×
  The court held that the defendants, as assigns of majority shareholders who approved the transaction, lacked standing to challenge the corporate option agreement for lack of formal shareholder ratification, as such statutes are for shareholder protection.
• In re Zale Corp. Stockholders Litig. Consol. C.A. No. 9388-VCP
  Del. Ch.· 2015-10-01
  The Court of Chancery granted in part and denied in part the defendants' motions to dismiss. Counts I (breach of fiduciary duties against directors) and II (aiding and abetting by Signet) were dismissed with prejudice. Count III (aiding and abetting by Merrill Lynch) was allowed
• Gantler
  Del.· 2009-01-27
  The Delaware Supreme Court reversed the Court of Chancery's dismissal of the shareholders' complaint, holding that the complaint sufficiently alleged breaches of fiduciary duty and disclosure violations. The court found that the allegations of disloyalty by a majority of the dire
• Ryan
  Del. Ch.· 2008-07-29
  The Court denied summary judgment on the plaintiff's Revlon claims and challenge to deal protection measures, finding the board's process potentially flawed and the reasonableness of deal protections a question of fact. However, the Court granted summary judgment for the defendan
• Gantler v. Civil Action No. 2392-VCP William L. Stephens
  Del. Ch.· 2008-02-14
  The Delaware Court of Chancery granted defendants' motion to dismiss all counts. The court held that the business judgment rule protected the board's decision to terminate the sales process, as plaintiffs failed to allege sufficient facts to overcome the presumption of good faith
• IN & FOR NEW Castle Cnty. Gary L. Sample
  Del. Ch.· 2007-01-23
  The Court of Chancery denied the defendants' motion to dismiss, finding that the plaintiff's complaint sufficiently stated claims for breach of fiduciary duty and waste. The court held that the disclosures made to stockholders were materially misleading, preventing ratification,
• In re Gen. Motors
  Del.· 2006-03-20
  The Delaware Supreme Court affirmed the Court of Chancery's dismissal of all claims against General Motors (GM), its directors, and The News Corporation Limited (TNCL). The court held that the Court of Chancery properly considered the entire Consent Solicitation document and took
• IN & FOR NEW Castle Cnty. IN RE Freeport-McMoran Consol. Sulphur
  Del. Ch.· 2005-06-30
  The court denied the defendants' motion for summary judgment, finding that genuine issues of material fact exist regarding the independence and disinterestedness of several directors and the Special Committee. These issues preclude summary judgment and require a trial to determin
• IN & FOR NEW Castle Cnty. MAE Jean Rosser
  Del. Ch.· 2005-05-27
  The Court granted summary judgment for the defendants, finding that the disclosures made in the proxy statement soliciting shareholder approval of the recapitalization were sufficient. Therefore, the plaintiff failed to demonstrate a genuine issue of material fact regarding the a
• IN & FOR NEW Castle Cnty. IN RE Prime Hospitality
  Del. Ch.· 2005-05-04
  The Court declined to approve the proposed settlement because the record was insufficiently developed to determine the fairness of the transaction and the adequacy of the consideration offered. Significant questions remained regarding the board's diligence, potential conflicts of
• In & for New Castle Cnty. in re Gen. Motors Consol.
  Del. Ch.· 2005-05-04
  The Delaware Court of Chancery granted motions to dismiss filed by General Motors Corporation (GM), its directors, and The News Corporation Limited (News Corp.), finding that the plaintiffs failed to state claims upon which relief could be granted. The court held that the allegat
• Del. Opinion 33360
  Del. Ch.· 2000-03-14
  The court granted summary judgment for the defendants, holding that American General, as a less than majority shareholder, did not exercise actual control over Western National's business and affairs or dominate its board of directors. The court found that the Special Committee,