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Board committee action approving omnibus agreement moving company's assets into a "NewCo" was invalid where company's charter required approval of one class of shareholders for "asset transfers."
Chancery court erred in holding company's majority shareholder and controller in contempt of violating an exclusive jurisdiction order where shareholder was not a party to the out-of-state action filed in contempt of the chancery court's order and where controlling stake did not itself make shareholder personally liable for the company's conduct.
Appeals & Motions List released on:May 5, 2022
Dissolved company was required to retain a security sufficient to cover the full amount of per se damages that could be imposed under statutory law governing pending litigation.
In this case of first impression, the court found that the liquidation standard did not operate as a per se requirement for plan approval.
The court held plaintiffs' claims were subject to a forum selection clause for venue in three California counties.
The court held that because there were two competing and reasonable interpretations of certain contract language, the contract was ambiguous, and the ambiguity barred a motion to dismiss as a matter of law or on the pleadings.
Court Discusses Fairness of Settlement Between Parties to Securities Class Action
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