49 results for 'nos:"Stockholders’ Suits - Contract"'.
J. Seybert preserves a stockholders' suit that alleges a private investment firm dealing in metals commodities made various misrepresentations to lure investors into providing investment funds and then used those funds for personal use and to pay off debts. The firm argues that the investors suffered no actual injuries because they were all given shares in a separate company in exchange for their initial investments, but the investors allege they never received any documents to effectuate the transfer of those shares.
Court: USDC Eastern District of New York, Judge: Seybert, Filed On: September 26, 2023, Case #: 2:21cv4444, NOS: Stockholders’ Suits - Contract, Categories: Fraud, Securities
J. Griggsby grants in part an ex-husband's motion to dismiss allegations of breach of fiduciary duty, equitable accounting and breach of contract brought by his ex-wife, who claims he did not comply with a property settlement agreement per the terms of their divorce. Each ex-spouse owns a 50% share of stocks in their mutually-owned contracting company. The ex-wife claims that the ex-husband sought to let the company die and began using the company credit card on personal expenses and a car for his girlfriend. The ex-wife's allegations were already litigated in a lower court.
Court: USDC Maryland, Judge: Griggsby, Filed On: September 15, 2023, Case #: 1:22cv2594, NOS: Stockholders’ Suits - Contract, Categories: Family Law, Fiduciary Duty, Contract
J. Ezra mostly adopts a report and recommendations and dismisses a lawsuit brought by Tesla shareholders who alleged the company's board of directors had caused "financial harm and irreparable damage" to the company's reputation by permitting a "toxic workplace culture grounded in racist and sexist abuse and discrimination." The suing stockholders have failed to show that their claims are viable. Their claims of wrongdoing are not sufficiently "particularized" and incorporation documents "[exculpate] Tesla’s directors from liability for all but breaches of the duty of loyalty."
Court: USDC Western District of Texas , Judge: Ezra, Filed On: September 15, 2023, Case #: 1:22cv592, NOS: Stockholders’ Suits - Contract, Categories: Fiduciary Duty, Business Practices
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J. Hicks dismisses this suit brought by shareholders regarding an oral contract between the corporation's board of directors that contemplated one of the director’s positions and a future stock option purchase. The claims are against the corporation’s directors, though they are masked as claims against individuals, and the corporation's certificate of incorporation contains a forum selection clause that requires the claims to be litigated in Delaware’s Court of Chancery. The shareholder fails to state a claim for relief because he does not allege facts establishing that the parties validly formed an enforceable contract.
Court: USDC Nevada, Judge: Hicks, Filed On: September 11, 2023, Case #: 3:23cv39, NOS: Stockholders’ Suits - Contract, Categories: Securities, Venue, Contract
J. Boardman partially denies a biopharmaceutical firm its motion to dismiss claims of fraud brought by stockholders after the firm allegedly misrepresented its ability to manufacture a COVID-19 vaccine. The firm publicly announced in 2020 that it was expanding its capacity to accommodate extensive production, but it did so before fixing various issues the FDA had identified in its process. Also, the firm suffered contamination and worker error and had to destroy 240 million doses. Keeping this information from stockholders amounts to business operations fraud.
Court: USDC Maryland, Judge: Boardman, Filed On: September 1, 2023, Case #: 8:21cv955, NOS: Stockholders’ Suits - Contract, Categories: Fraud, Securities, Covid-19
J. Rose denies the Florida-based IT company's motion to dismiss, ruling the trips made by its executives to Ohio during the formation of the joint venture, as well as the number of employees living in Ohio who have conducted work for the company, grant this court jurisdiction under the state's long-arm statute.
Court: USDC Southern District of Ohio, Judge: Rose, Filed On: August 29, 2023, Case #: 3:23cv137, NOS: Stockholders’ Suits - Contract, Categories: Jurisdiction, Contract
J. Hightower grants the companies' and individuals' motion to stay proceedings in a fraud, breach of fiduciary duty and conspiracy class action brought by investors pending resolution of a related criminal case. The investors allege they are victims of a $1.8 billion Ponzi scheme. The indictment against two individuals overlaps significantly with the conduct alleged by the investors. The investors' interest in a speedy resolution to the case is outweighed by the individuals' constitutional interests. The individuals are unlikely to be able to effectively defend the instant civil case without being pressured into waiving their Fifth Amendment rights.
Court: USDC Western District of Texas , Judge: Hightower, Filed On: August 21, 2023, Case #: 1:19cv1050, NOS: Stockholders’ Suits - Contract, Categories: Civil Procedure, Fraud, Class Action
J. Chuang partially grants biotech company Novavax’s CEO and three of its board members their motion to dismiss shareholder allegations of breach of fiduciary duty. The company allegedly abused control of, and grossly mismanaged, its plan to develop and market a Covid-19 vaccine. Because the CEO and board members relied on confidential information about issues with the development of the vaccine and they made profitable sales before that information became public, shareholders blame them for the plunge in value of stocks. However, the claim of breach of fiduciary duty is dismissed based on the lack of a pre-suit demand.
Court: USDC Maryland, Judge: Chuang, Filed On: August 21, 2023, Case #: 8:21cv2996, NOS: Stockholders’ Suits - Contract, Categories: Trade, Fiduciary Duty, Covid-19
J. Russell grants a group of real estate trust firms its motion to dismiss allegations of breach of contract brought by a class of preferred shareholders after one of the firms sold shopping centers and redevelopment projects for $913 million. The same firm also merged with another that was known to be financially distressed and poorly managed. However, the firms are not considered to have breached contract because there was no liquidation or change of control to activate the shareholders’ rights to liquidation payments.
Court: USDC Maryland, Judge: Russell, Filed On: August 1, 2023, Case #: 1:22cv1103, NOS: Stockholders’ Suits - Contract, Categories: Commerce, Class Action, Contract
J. Horan denies, in part, a software company's motion to strike an individual's errata sheets in a securities case. Certain aspects of the errata sheets comply with applicable rules and, therefore, will not be precluded from being used for summary judgment or other purposes.
Court: USDC Northern District of Texas , Judge: Horan, Filed On: May 24, 2023, Case #: 3:21cv2025, NOS: Stockholders’ Suits - Contract, Categories: Civil Procedure, Securities
J. Navarro grants the shareholder’s motion to remand this shareholder derivative action removed from state court. The company changed its business model from that of “providing advanced software technology to solve modern energy challenges” to describing itself as “a leading bitcoin mining and diversified energy company.” Ensuing events caused the stock price to fall rapidly, making the basis for this suit. The stockholder’s claims are predicated on Nevada state law, only referencing federal violations as an alternative basis.
Court: USDC Nevada, Judge: Navarro, Filed On: May 23, 2023, Case #: 2:23cv445, NOS: Stockholders’ Suits - Contract, Categories: Securities, Business Practices, Business Expectancy