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Failure to disclose passive investment in competitor did not by itself constitute a breach of loyalty where there was no evidence executive acted against his employer's interests, used the investment to obtain an advantage, or had a conflict of interest.
Court granted judgment to enforce promissory note where affirmative defenses/counterclaims of fraud failed as plaintiff was not the principal of company officers who allegedly misrepresented company sales numbers.
Court declined to dismiss non-exculpated fiduciary claims where defendants had a clear conflict of interest between continuing to operate the company or sell it and receive a valuable termination payment.
Investor adequately pled fraud claim by alleging that entrepreneur intentionally misappropriated a third party's intellectual property despite making contractual representations as to the validity of their ownership of their IP.
Court granted special litigation committee's motion to dismiss derivative action where members were sufficiently independent and disinterested and conducted a seven-month-long investigation that uncovered sufficient evidence to support the decision to move to dismiss.
New Jersey Municipalities Lacked Right to File Action Under Cable Television Act, Which Conferred All Enforcement Authority upon Board of Public Utilities
Appeals & Motions List released on:February 20, 2024
Ability to sue corporate officers for fiduciary violations was not a "power, preference, or special right" of a class of stock and thus a proposed amendment to add an officer exculpation clause did not require a separate class vote under the Delaware General Corporation Law.
FERC commissioners' statements following deadlock over proposed tariff were sufficient to demonstrate that the agency's "action through inaction" found the tariff just and reasonable.
Court denied landlord summary judgment on tenant's breach of lease agreement where the lease obligated the parties to continue with a revise-or-consent procedure to resolve improvement costs over the tenant allowance, and there was evidence that the tenant was continuing with the procedure until the landlord refused to proceed with revisions and terminated the lease.
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