Archives: Solution Manual
978-1285770178 Case Printout Case CPC-07-07 Part 4
and documents cited in the Complaint—discussed above in the context of scienter—indicate that the Defendants were aware of a buildup of negative events in the subprime mortgage market, and knew the outlook for subprime– mortgage related assets was gloomy. Indeed, […]
978-1285770178 Case Printout Case CPC-07-07 Part 3
the existence of a fraud; (2) defendant’s knowledge of the fraud; and (3) that the defendant provided substantial as– sistance to advance the fraud’s commission. See Wight v. BankAmerica Corp., 219 F.3d 79, 91 (2d Cir.2000). “The knowledge requirement of […]
978-1285770178 Case Printout Case CPC-07-07 Part 2
[32] Securities Regulation 349B 60.51(1) 349B Securities Regulation 349BI Federal Regulation 349BI(C) Trading and Markets 349BI(C)7 Fraud and Manipulation 349Bk60.50 Pleading 349Bk60.51 In General 349Bk60.51(1) k. In general. Most Cited Cases When pleading loss causation, as required to state claim […]
978-1285770178 Case Printout Case CPC-07-07 Part 1
S.D.N.Y.,2012. Dodona I, LLC v. Goldman, Sachs & Co. 847 F.Supp.2d 624 United States District Court, S.D. New York. DODONA I, LLC, Plaintiff, v. GOLDMAN, SACHS & CO., et al., Defendants. No. 10 Civ. 7497 (VM). March 21, 2012. Background: […]
978-1285770178 Case Printout Case CPC-07-06 Part 2
infections, head trauma, anatomical obstructions, and environmental irritants.” Id., at 77a–78a (internal quotation marks omitted). The day after Matrixx issued this press release, its stock price bounced back to $13.40 per share. On February 6, 2004, the end of the […]
978-1285770178 Case Printout Case CPC-07-06 Part 1
U.S.,2011. Matrixx Initiatives, Inc. v. Siracusano 131 S.Ct. 1309, 179 L.Ed.2d 398, 79 USLW 4187, Fed. Sec. L. Rep. P 96,249, 11 Cal. Daily Op. Serv. 3426, 2011 Daily Journal D.A.R. 4123, 22 Fla. L. Weekly Fed. S 880 Supreme […]
978-1285770178 Case Printout Case CPC-07-05 Part 2
The company explained that the restatement resulted from misdating stock options, not backdating them. Specifical- ly, Jabil cited three primary causes of the accounting errors: (1) changes to groups of people receiving grants, though Shortly after the allegations of backdating […]
978-1285770178 Case Printout Case CPC-07-05 Part 1
C.A.11 (Fla.),2010. Edward J. Goodman Life Income Trust v. Jabil Circuit, Inc. 594 F.3d 783, Fed. Sec. L. Rep. P 95,576, 22 Fla. L. Weekly Fed. C 463 United States Court of Appeals, Eleventh Circuit. EDWARD J. GOODMAN LIFE INCOME […]
978-1285770178 Case Printout Case CPC-07-04 Part 3
witness test fail to demonstrate the deliberate recklessness required to survive the second prong. Instead, these re- maining allegations demonstrate only that there was some disagreement within the corporation over its accounting processes, and not that Digimarc’s management was deliberately […]
978-1285770178 Case Printout Case CPC-07-04 Part 2
170A Federal Civil Procedure 170AVII Pleadings and Motions 170AVII(E) Amendments 170Ak828 Discretion of Court 170Ak829 k. Successive Applications. Most Cited Cases Where plaintiff has previously been granted leave to amend and has subsequently failed to add requisite particularity to its […]
978-1285770178 Case Printout Case CPC-07-04 Part 1
C.A.9 (Or.),2009. Zucco Partners, LLC v. Digimarc Corp. 552 F.3d 981, Fed. Sec. L. Rep. P 95,038, 09 Cal. Daily Op. Serv. 368, 2009 Daily Journal D.A.R. 542 Argued and Submitted Aug. 26, 2008. Filed Jan. 12, 2009. As Amended […]
978-1285770178 Case Printout Case CPC-06-08 Part 5
too easy an out in the event that regulators raised even a minor objection than responding to Upper Deck’s proposal by raising these legitimate concerns, the Topps board chose to tie its hands by failing to declare negotiable, and it […]
978-1285770178 Case Printout Case CPC-06-08 Part 4
Upper Deck had made its desire to make a bid known in 2005, before Although these arguments are not without color, they are not vibrant enough to convince me that they would sustain a finding of breach of compromised a […]
978-1285770178 Case Printout Case CPC-06-08 Part 3
that effect, and Greenberg’s response seemed to agree that was a possibility. In finding that the Proxy Statement does not fairly address this issue, I do not and need not make any finding that there was a purposeful intent on […]
978-1285770178 Case Printout Case CPC-06-08 Part 2
be helpful once he heard about the second proxy fight. But the Proxy a management-friendly bidder who used Shorin’s perceived vulnerability as an opening to make a bid. Contrary to the Stockholder Plaintiffs, I think reasonable stockholders can come up […]
978-1285770178 Case Printout Case CPC-06-08 Part 1
In re Topps Co. Shareholders Litigation Del.Ch.,2007 Court of Chancery of Delaware. In re The TOPPS COMPANY SHAREHOLDERS LITIGATION The Tornante Company LLC, Tornante-MDP Joe Holding LLC, and The Upper Deck Company and Northwood Investors LLC, Plaintiffs, v. The Topps […]
978-1285770178 Case Printout Case CPC-06-07
C.A.2 (Conn.),2011. Call Center Technologies, Inc. v. Grand Adventures Tour & Travel Pub. Corp. 635 F.3d 48 United States Court of Appeals, Second Circuit. CALL CENTER TECHNOLOGIES, INC., Plaintiff–Appellant, v. GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION, Interline Travel & […]
978-1285770178 Case Printout Case CPC-06-06
D.D.C.,2010. Board of Trustees of Unite Here Local 25 v. MR Watergate LLC 677 F.Supp.2d 229, 187 L.R.R.M. (BNA) 3108, 48 Employee Benefits Cas. 2368 United States District Court, District of Columbia. BOARD OF TRUSTEES OF UNITE HERE LOCAL 25 […]
978-1285770178 Case Printout Case CPC-06-05
Kenneth M. STUMPFF, Plaintiff-Appellant Richard L. HARRIS, Defendant-Appellee. alleging breach of fiduciary duty by Harris as well as numerous instances of self– judicial dissolution of the corporation and liquidation of its assets. December 8, 2004. On December 6, 2005, the […]
978-1285770178 Case Printout Case CPC-06-04
356 F.Supp.2d 1333 defendant Briefs and Other Related Documents G Force as United States District Court,N.D. Georgia,Gainesville Division. GENERAL STAR INDEMNITY CO., a Connecticut corporation, Plaintiff, a LLC in the state of v. Georgia ELAN MOTORSPORTS TECHNOLOGIES, INC., a Delaware […]
978-1285770178 Case Printout Case CPC-05-08 Part 3
19 1995, no board action was ever taken to remove Reuther from this position. In fact, there is no indication that his removal was ever under consideration. Instead, the minutes of the meetings of the boards, as well as the […]
978-1285770178 Case Printout Case CPC-05-08 Part 2
11 authorized, to undertake a review and verification of the debtor’s pre-petition financial records. JES testified alternatively, that they did not have sufficient corporations. As an initial matter, the Court notes that this assistance is in the form of rent […]
978-1285770178 Case Printout Case CPC-05-08 Part 1
, Bankruptcy Judge. This matter came before this Court on Wednesday, September 6, 2006 and Monday, September 18, 2006, as a hearing on the Warren L. Reuther, Jr.’s Motion to Appoint Chapter 11 Trustee or Examiner (P-114) and the City […]
978-1285770178 Case Printout Case CPC-05-07
Del.Ch.,2012. Dweck v. Nasser Not Reported in A.3d, 2012 WL 3194069 (Del.Ch.) Albert NASSER and Kids International Corporation, Defendants and Counterclaim–Plaintiffs. Albert Nasser and Kids International Corporation, Third–Party Plaintiffs, v. Kevin Taxin and Bruce Fine, Third–Party Defendants. Consol. C.A. No. […]
978-1285770178 Case Printout Case CPC-05-06
Tex.App.-San Antonio,2011. Biolustre’ Inc. v. Hair Ventures LLC Not Reported in S.W.3d, 2011 WL 540574 (Tex.App.-San Antonio) Court of Appeals of Texas, San Antonio. BIOLUSTRE’ INC., Appellant v. HAIR VENTURES LLC, Appellee. No. 04-10-00360-CV. Feb. 16, 2011. From the 288th […]
978-1285770178 Case Printout Case CPC-05-05 Part 2
last few months of Designer Surfaces’ operation, he, McCarthy, and an employee decided what to do with the corpo- ration’s money, and that they paid suppliers “to facilitate finishing the jobs, but if it wasn’t those immediate creditor– or vendor […]
978-1285770178 Case Printout Case CPC-05-05 Part 1
Ariz.App. Div. 1,2010. Arizona Tile, L.L.C. v. Berger 223 Ariz. 491, 224 P.3d 988, 575 Ariz. Adv. Rep. 16 Court of Appeals of Arizona, Division 1, Department B. ARIZONA TILE, L.L.C., an Arizona limited liability company, Plaintiff-Appellee, v. Howard Steven […]
978-1285770178 Case Printout Case CPC-05-04 Part 3
directors-has been characterized as a matter of first impression for this Court.FN35 In the past, we have implied that officers of Delaware corporations, like directors,*709 owe fiduciary duties of care and loyalty, and that the fiduciary duties of officers are […]
978-1285770178 Case Printout Case CPC-05-04 Part 2
privatization of First Niles (“Privatization Proposal”). That Proposal recommended reclassifying the shares of hold- ers of 300 or fewer shares of First Niles common stock into a new issue of Series A Preferred Stock on a one–to-one basis (the “Reclassification”). […]
978-1285770178 Case Printout Case CPC-05-04 Part 1
Del.Supr.,2009. Gantler v. Stephens 965 A.2d 695 Supreme Court of Delaware. Submitted: Nov. 5, 2008. Decided: Jan. 27, 2009. Background: Shareholders of bank holding company brought action against corporate directors and officers alleg- ing breach of fiduciary duty. The Court […]
978-1285770178 Case Printout Case CPC-04-09 Part 2
support the District Court’s determination that his billing was the correct amount due for the additional services provided. ¶ 31 (3) Did the District Court err by awarding Weimar only $8,967.19 for the $30,169. Lyons responds that Weimar’s belief about […]
978-1285770178 Case Printout Case CPC-04-09 Part 1
Weimar v. Lyons v. Mike LYONS, individually and doing business as Lyons Concrete, Lyons Concrete, Inc., a dissolved corporation, Does 1 through 10, Defendants and Respondents. Mike Lyons, individually and d/b/a Lyons Concrete, Inc., Counterclaimant and Respondent, v. William C. […]
978-1285770178 Case Printout Case CPC-04-08 Part 2
[33] Federal Civil Procedure 170A 2742.5 170A Federal Civil Procedure 170AXIX Fees and Costs 170Ak2742 Taxation 170Ak2742.5 k. Attorney fees. Most Cited Cases Once the party seeking attorney’s fees provides evidence of the proposed fees’ reasonableness, the burden shifts to […]
978-1285770178 Case Printout Case CPC-04-08 Part 1
C.A.7 (Ill.),2012. Wachovia Securities, LLC v. Banco Panamericano, Inc. 674 F.3d 743 United States Court of Appeals, Decided March 21, 2012. Background: Brokerage firm that obtained multimillion dollar judgment against corporation for failing to pay mar- gin debt sued to […]
978-1285770178 Case Printout Case CPC-04-07
N.Y.A.D. 2 Dept.,2011. Burnett v. Pourgol 83 A.D.3d 756, 921 N.Y.S.2d 280, 2011 N.Y. Slip Op. 03013 Supreme Court, Appellate Division, Second Department, New York. Mark A. BURNETT, respondent, v. Kamran POURGOL, appellant. April 12, 2011. Background: Shareholder in closely […]
978-1285770178 Case Printout Case CPC-04-06 Part 2
[3][4] In Kentucky, a party claiming harm resulting from fraud in the inducement must establish six elements of fraud by clear and convincing evidence as follows: a) material representation b) which is false c) known to be false or made […]
978-1285770178 Case Printout Case CPC-04-06 Part 1
Ky.App.,2010. Bear, Inc. v. Smith 303 S.W.3d 137 Court of Appeals of Kentucky. BEAR, INC., d/b/a Laker Express, Appellant, v. Tony H. SMITH; Smith Services, Inc.; and Smith Heating and Air Conditioning, LLC, Appellees. No. 2008-CA-001556-MR. Jan. 22, 2010. Background: […]
978-1285770178 Case Printout Case CPC-04-05
Rubenstein v. Mayor 41 A.D.3d 826, 839 N.Y.S.2d 170 N.Y.A.D. 2 Dept.,2007 v. Chistopher MAYOR, et al., defendants, Thomas Castellano, et al., appellants. June 26, 2007. A. GAIL PRUDENTI, P.J., FRED T. SANTUCCI, JOSEPH COVELLO, and EDWARD D. CARNI, JJ. […]
978-1285770178 Case Printout Case CPC-04-04 Part 3
during **357 the June 1999 negotiations between him and Persson, he was clearly acting for Smart Inventions by the time the agreement was cases permitti executed, as his signature on behalf of Smart Inventions demonstrates. Accordingly, his continued concealment of […]
978-1285770178 Case Printout Case CPC-04-04 Part 2
cannot be twisted from their setting and measured in the same manner that they would be if there were no corporation.” a mere *1159 *1158 A California court reached a similar conclusion more than 80 years ago. In Cavasso v. […]
978-1285770178 Case Printout Case CPC-04-04 Part 1
Court of Appeal, Second District, Division 8. 7. Noke Thomas PERSSON, Plaintiff and Respondent, v. SMART INVENTIONS, INC. et al., Defendants and Appellants. Nos. B164418, B167179, B172749. Jan. 19, 2005. BOLAND, J. s’s motio n for joinde r in Smart […]
978-1285770178 Case Printout Case CPC-03-10 Part 2
615 S.E.2d 1 Page 7 272 Ga.App. 817, 615 S.E.2d 1, 2005 WL 357420 (Ga.App.), 5 FCDR 501, 5 FCDR 1304 (Cite as: 615 S.E.2d 1, 2005 WL 357420 (Ga.App.)) © 2005 Thomson/West. No Claim to Orig. U.S. Govt. Works. […]
978-1285770178 Case Printout Case CPC-03-10 Part 1
615 S.E.2d 1 Page 1 272 Ga.App. 817, 615 S.E.2d 1, 2005 WL 357420 (Ga.App.), 5 FCDR 501, 5 FCDR 1304 (Cite as: 615 S.E.2d 1, 2005 WL 357420 (Ga.App.)) © 2005 Thomson/West. No Claim to Orig. U.S. Govt. Works. […]
978-1285770178 Case Printout Case CPC-03-09
La.App. 4 Cir.,2010. ORX Resources, Inc. v. MBW Exploration, L.L.C. 32 So.3d 931, 2009-0662 (La.App. 4 Cir. 2/10/10) Court of Appeal of Louisiana, Fourth Circuit. ORX RESOURCES, INC. v. MBW EXPLORATION, L.L.C. and Mark B. Washauer. ORX Resources, Inc. v. […]
978-1285770178 Case Printout Case CPC-03-08
Decided March 31, 2006. , J. *1 {¶ 1} Defendants-appellants, Blushing Brides, LLC, and Louis R. Zacks, appeal from the Franklin County Municipal Court’s judgment whereby the trial court ordered appellants to pay plaintiff-appellee, The Gray Printing Company, damages in […]
978-1285770178 Case Printout Case CPC-03-07
C.A.9 (Cal.),2012. Fadal Machining Centers, LLC v. Mid-Atlantic CNC, Inc. 464 Fed.Appx. 672, 2012 WL 8669 (C.A.9 (Cal.)) This case was not selected for publication in the Federal Reporter. Not for Publication in West‘s Federal Reporter See Fed. Rule of […]
978-1285770178 Case Printout Case CPC-03-06 Part 3
fair-market value of Bluewater. ¶ 57. Only after Williford filed suit did Defendants attempt to reverse their super-majority decision. They took the position that they had not really exercised their super–majority rights, but had only made an “offer” which they […]
978-1285770178 Case Printout Case CPC-03-06 Part 2
FN2. Corporate Mgmt., Inc. v. Greene County, 23 So.3d 454, 459 (Miss.2009). FN3. Limbert v. Miss. Univ. for Women Alumnae Ass’n, Inc., 998 So.2d 993, 998 (Miss.2008) (citing Ham– ilton v. Hopkins, 834 So.2d 695, 699 (Miss.2003)). provides that we […]
978-1285770178 Case Printout Case CPC-03-06 Part 1
Miss.,2011. Bluewater Logistics, LLC v. Williford 55 So.3d 148 Supreme Court of Mississippi. BLUEWATER LOGISTICS, LLC, Bluewater Bay LLC, Patricia L. Mosser, Marquetta Smith and Michael J. Floyd. v. James Stewart WILLIFORD, Jr. No. 2008–CT–00250–SCT. Jan. 27, 2011. Background: Ousted […]
978-1285770178 Case Printout Case CPC-03-05
N.Y.A.D. 2 Dept.,2010. In re 1545 Ocean Ave., LLC 72 A.D.3d 121, 893 N.Y.S.2d 590, 2010 N.Y. Slip Op. 00688 Supreme Court, Appellate Division, Second Department, New York. In the Matter of 1545 OCEAN AVENUE, LLC, a Limited Liability Company. […]