Case Studies in Closely Held Company Disputes
Illinois First District Relies on Century-Old Precedent to Hold that Corporate Directors Have Presumptive Right to Inspect Corporation Books and Records
Illinois First District Relies on Century-Old Precedent to Hold that Corporate Directors Have Presumptive Right to Inspect Corporation Books and Records…
Nebraska High Court Finds Owner-Agents Personally Liable Where They Failed to Disclose Existence of Corporation
In Thomas Grady Photography, Inc. v. Amazing Vapor, Ltd., 918 N.W.2d 853 (Neb.…
California Appeals Court Holds, As A Matter Of First Impression That Pending Stock Buyout Does Not Preclude Shareholders’ Petition To Compel Annual Shareholders’ Meeting
In Ielmini v. Patterson Frozen Foods, Inc., No. F073377, 2018 WL 4348020 (Cal. Ct. App. Sept. 12, 2018), review denied (Dec.…
Illinois Appellate Court holds Double-Dealing Executive Liable for Breach of Fiduciary Duties, Orders him to Forfeit Salary
Illinois Appellate Court Holds Double-Dealing Executive Liable for Breach of Fiduciary Duties, Orders Him to Forfeit Salary…
Idaho Supreme Court Joins Majority, Holds that the Corporate Veil May Be Pierced to Reach Non-Shareholder
Idaho Supreme Court Joins Majority, Holds that the Corporate Veil May Be Pierced to Reach Non-Shareholder…
Illinois Appellate Court Permits Attorneys’ Fees Based On Litigants’ Pre-Suit Behavior; or “Leave the Shareholder. Take the Pierogi.”
In a case of first impression, the Illinois Appellate Court, First District, ruled that litigants may be awarded attorneys’ fees under Section 12.60(j) of the Illinois Corporation Act (805 ILCS 5/1 et seq.…
Illinois First District Holds Managers Alone Owe Fiduciary Duties to LLCs, Other Officers Do Not
Illinois First District Holds Managers Alone Owe Fiduciary Duties to LLCs, Other Officers Do Not…
Delaware Chancery Court Highlights the Power of a 50% Shareholder
In Feldman v. YIDL Trust, No. 2017-0253-AGB, 2018 WL 1151797 (Del. Ch. Mar. 5, 2018), the Delaware Court of Chancery ordered the dissolution of Royston, Inc. over the objections of one 50% shareholder which argued that it was defrauded by the other 50% shareholder.…
Northern District of Illinois Holds That Health Problems and Domination of Affairs Does Not Rise to Automatic Dissociation Under Illinois LLC Act
In Brodsky v. Blake, Case No. 17-cv-5222, 2018 WL 1138539 (N.D. Ill. March 2, 2018), the Northern District of Illinois rejected Plaintiff Gregory Brodsky’s argument that fellow limited liability company (LLC) member Anthony Blake was automatically dissociated from the LLC because of his health problems and his wife’s domination of his affairs…
Illinois Appellate Court Finds Cause Required For Expulsion From LLC
Plaintiff Michelle McManus began working at Anne Richards’s orthodontics practice, Quad City Orthodontic Group, LLC, as an associate in 2010. On January 1, 2012, McManus and Richards entered into an operating agreement relating to the practice. The operating agreement provided that Richards, the sole owner of the practice, would sell a 50% membership interest to McManus over a five-year period. ……