all - Opinion Summaries

ARAMONY v. UNITED WAY OF AM.

Contracts, Corp. Governance, Corporation & Enterprise Law, ERISA, Labor & Employment Law, Tax Law
In a suit by former CEO claiming a right to certain disputed benefits under the employer's replacement benefit plan, the contract at issue did not...

LAWTON v. NYMAN

Corp. Governance, Corporation & Enterprise Law, Remedies, Securities Law
Officers and directors of a closely held family corporation breached their fiduciary duty to minority shareholders, whose shares the officers caused...

NEUBAUER v. GOLDFARB

Contracts, Corp. Governance, Corporation & Enterprise Law, M&A, Securities Law
Waiver of corporate directors' and majority shareholders' fiduciary duties to minority shareholders in private close corporations is against public...

CLACKAMAS GASTROENTEROLOGY ASSOCS., P.C. v. WELLS

Civil Rights, Corp. Governance, Corporation & Enterprise Law, Labor & Employment Law
In determining whether shareholder-directors of a corporation should be counted as "employees" under the ADA, courts should assess whether the...

DOLE FOOD CO. v. PATRICKSON

Civil Procedure, Corp. Governance, Corporation & Enterprise Law, International Law, Securities Law
A corporation is an instrumentality of a foreign state under the Foreign Sovereign Immunities Act of 1976 only if the foreign state itself owns a...

OMNICARE, INC. v. NCS HEALTHCARE, INC.

Corp. Governance, Corporation & Enterprise Law, M&A
Voting agreements and other defensive measures protecting a merger transaction are both preclusive and coercive in the absence of an effective...

US EX REL SIEWICK v. JAMIESON SCIENCE & ENG'G, INC.

Corp. Governance, Corporation & Enterprise Law, Government Law, Labor & Employment Law
A corporate shareholder and director may not be considered the "employer" of a corporate employee within the meaning of the False Claims Act, under...

LAWRENCE v. COHN

Corp. Governance, Corporation & Enterprise Law, Securities Law
In action pursuant to Section 10(b) of the Securities and Exchange Act of 1934, plaintiffs have failed to state a claim because they have failed to...

IN RE: ABBOTT LABS. DERIVATIVE S'HOLDERS LITIG.

Commercial Law, Corp. Governance, Corporation & Enterprise Law, Drugs & Biotech, Health Law, Securities Law
A shareholder derivative suit alleged that a diversified health care company's board of directors' actions fell outside the protection of the business...

BOGOSIAN v. WOLOOHOJIAN REALTY CORP.

Civil Procedure, Corp. Governance, Corporation & Enterprise Law, Labor & Employment Law, Remedies
In an action alleging a corporation's "freeze-out" of an officer and shareholder, the complaint and a counterclaim were not "interwoven" as to the...