Breach of Fiduciary Duty by Corporate Insiders Requires Remedy, Even if Damages Unclear

When corporate insiders transferred to a new corporation corporate assets claimed to be worthless, the shareholders had a right to a remedy, even if the damages were unclear. In Meister v. Mensinger (2014) 230 Cal. App. 4th 381, Sesame Technologies, Inc., was … Continue reading

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Webinar Presentation on Drafting Buy-Sell Agreements

On November 14, 2104, I conducted a webinar on “Drafting Buy-Sell Agreements–What  the Forms Books Won’t Tell You.” The program was jointly sponsored by the Corporations Committee and the Partnerships and LLC Committee of the Business Law Section of the … Continue reading

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Shareholder Loses Standing to Maintain Derivative Action After Merger

In Villari v. Mozilo (2012) 208 Cal. App. 4th 1470, the court held that under Delaware law a shareholder who was a plaintiff in a shareholder derivative action lost standing to maintain that action once a merger resulted in the … Continue reading

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Minority Shareholder Can Not Bring Claims Against the Corporation’s Counsel

In Reilly v. Greenwald & Hoffman, LLP (2011) 196 Cal. App. 4th 891, the court held that a minority shareholder could not bring a derivative action against the corporation’s outside counsel for misrepresentation, malpractice, or breach of contract. In March … Continue reading

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