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business judgment rule
A contract means what it says, even if the two parties who came to the agreement may have understood something different. This can be a trap for the business that is not careful to ensure that the contract that it signs at the end of negotiations accurately reflects exactly what it thinks it...
Only small a small number of companies experienced a negative “say on pay” vote this past proxy season, but many of the companies that did found themselves hit with a shareholder lawsuit in the wake of the negative vote. Cincinnati Bell is one of the companies that with both a negative...
Is a shareholder who dissents to the sale of a business stuck with the terms of the sale as the measure of the fair value of their interest? That seems to be effect of an appellate division opinion affirming a trial court’s decision to apply the business judgment rule in deciding that...
Pre-Suit Demand in Derivative Action Not Met: Security Police & Fire Professionals of Am. Retirement Fund v Mack
In a December 9, 2010 decision by Justice Kornreich, the Court dismissed a derivative action brought by shareholders of Morgan Stanley, against Morgan Stanley and its executive officers and directors. The complaint sought damages for compensation that Morgan Stanley paid and planned to pay its...
We hear a lot these days about the importance of "going green" which - while having some varying meanings - essentially comes down to being more "responsible" about the resources, people, and the world around us. As the BP oil spill drama winds down and the inevitable...